PURCHASE
AGREEMENT


 


THIS
AGREEMENT, effective as of December 12, 2012 (“Effective Date”) is made by and between Roger Mincheff (“Mincheff’),
whose address is_____________________, and WOWIO, Inc. (“Wowio”) whose address is 6310 San Vicente Blvd., Suite 240,
Los Angeles, CA 90048 regarding the purchase of the Wowio properties outlined below.


 


WHEREAS,
Mincheff and Wowio entered into two agreements: (i) a Corporate Acquisition Agreement dated as of September 24, 2010, whereby
Wowio acquired Spacedog Entertainment, Inc. (the “Corporate Acquisition Agreement”); and (ii) an Asset Purchase Agreement
dated as of May 15, 2010, whereby Wowio acquired WeVolt and Panel Flow assets (the “Asset Purchase Agreement”);


 


WHEREAS,
pursuant to the Corporate Acquisition Agreement and Asset Purchase Agreement, Mincheff received a total of $107,000 in cash and
20,043,000 shares of Wowio common stock.


 


WHEREAS,
the Corporate Acquisition Agreement included (among other provisions) the transfer of a library of intellectual property, comprised
primarily of graphic novels at various stages of production; and


 


WHEREAS,
Mincheff and Wowio have agreed to transfer the rights of certain intellectual property acquired by Wowio pursuant to the Corporate
Acquisition Agreement back to Mincheff.


 


ACCORDINGLY,
the parties hereby agree as follows:


 


	1.		Conditions
                                                                                                                                                                                                           Precedent:
                                                                                                                                                                                                           This
                                                                                                                                                                                                           Agreement
                                                                                                                                                                                                           shall
                                                                                                                                                                                                           have
                                                                                                                                                                                                           no
                                                                                                                                                                                                           force
                                                                                                                                                                                                           or
                                                                                                                                                                                                           effect
                                                                                                                                                                                                           whatsoever
                                                                                                                                                                                                           until
                                                                                                                                                                                                           the
                                                                                                                                                                                                           following
                                                                                                                                                                                                           conditions
                                                                                                                                                                                                           have
                                                                                                                                                                                                           been
                                                                                                                                                                                                           met:



 


		1.1	Execution of Agreement.
Wowio’s receipt of fully-executed copies of this Agreement by Mincheff; and



 


		1.2	Assignment. Full execution
of the attached short form assignment.



 


		1.3	Mincheff’s
                                                                                                                                                                                                                     Wowio
                                                                                                                                                                                                                     Stock.
                                                                                                                                                                                                                     Wowio’s
                                                                                                                                                                                                                     receipt
                                                                                                                                                                                                                     of
                                                                                                                                                                                                                     stock
                                                                                                                                                                                                                     certificates
                                                                                                                                                                                                                     representing
                                                                                                                                                                                                                     Minchelff
                                                                                                                                                                                                                     s
                                                                                                                                                                                                                     20,043,000
                                                                                                                                                                                                                     shares
                                                                                                                                                                                                                     of
                                                                                                                                                                                                                     Wowio
                                                                                                                                                                                                                     common
                                                                                                                                                                                                                     stock,
                                                                                                                                                                                                                     executed
                                                                                                                                                                                                                     stock
                                                                                                                                                                                                                     power
                                                                                                                                                                                                                     and
                                                                                                                                                                                                                     any
                                                                                                                                                                                                                     other
                                                                                                                                                                                                                     documents
                                                                                                                                                                                                                     reasonably
                                                                                                                                                                                                                     required
                                                                                                                                                                                                                     by
                                                                                                                                                                                                                     Wowio’s
                                                                                                                                                                                                                     transfer
                                                                                                                                                                                                                     agent
                                                                                                                                                                                                                     in
                                                                                                                                                                                                                     connection
                                                                                                                                                                                                                     with
                                                                                                                                                                                                                     this
                                                                                                                                                                                                                     Agreement.



 


	2.		Properties
                                                                                                                                                                                                               to
                                                                                                                                                                                                               be
                                                                                                                                                                                                               Acquired
                                                                                                                                                                                                               by
                                                                                                                                                                                                               Mincheff/Grant
                                                                                                                                                                                                               of
                                                                                                                                                                                                               Rights:
                                                                                                                                                                                                               Subject
                                                                                                                                                                                                               to
                                                                                                                                                                                                               the
                                                                                                                                                                                                               terms
                                                                                                                                                                                                               outlined
                                                                                                                                                                                                               herein,
                                                                                                                                                                                                               Wowio
                                                                                                                                                                                                               hereby
                                                                                                                                                                                                               agrees
                                                                                                                                                                                                               to
                                                                                                                                                                                                               sell,
                                                                                                                                                                                                               assign
                                                                                                                                                                                                               and
                                                                                                                                                                                                               transfer
                                                                                                                                                                                                               to
                                                                                                                                                                                                               Mincheff,
                                                                                                                                                                                                               its
                                                                                                                                                                                                               successors
                                                                                                                                                                                                               and
                                                                                                                                                                                                               assigns,
                                                                                                                                                                                                               in
                                                                                                                                                                                                               perpetuity,
                                                                                                                                                                                                               all
                                                                                                                                                                                                               rights
                                                                                                                                                                                                               of
                                                                                                                                                                                                               every
                                                                                                                                                                                                               kind
                                                                                                                                                                                                               and
                                                                                                                                                                                                               nature
                                                                                                                                                                                                               in
                                                                                                                                                                                                               and
                                                                                                                                                                                                               to
                                                                                                                                                                                                               those
                                                                                                                                                                                                               certain
                                                                                                                                                                                                               properties
                                                                                                                                                                                                               listed
                                                                                                                                                                                                               below
                                                                                                                                                                                                               (collectively
                                                                                                                                                                                                               “Properties”),
                                                                                                                                                                                                               including
                                                                                                                                                                                                               without
                                                                                                                                                                                                               limitation,
                                                                                                                                                                                                               all
                                                                                                                                                                                                               motion
                                                                                                                                                                                                               picture,
                                                                                                                                                                                                               television,
                                                                                                                                                                                                               remake,
                                                                                                                                                                                                               sequel
                                                                                                                                                                                                               and
                                                                                                                                                                                                               other
                                                                                                                                                                                                               analogous
                                                                                                                                                                                                               and
                                                                                                                                                                                                               allied
                                                                                                                                                                                                               rights
                                                                                                                                                                                                               and
                                                                                                                                                                                                               any
                                                                                                                                                                                                               and
                                                                                                                                                                                                               all
                                                                                                                                                                                                               synopses,
                                                                                                                                                                                                               ueaunems,
                                                                                                                                                                                                               scenarios,
                                                                                                                                                                                                               screenplays,
                                                                                                                                                                                                               grapnic
                                                                                                                                                                                                               novels
                                                                                                                                                                                                               anu
                                                                                                                                                                                                               an
                                                                                                                                                                                                               copyrignis
                                                                                                                                                                                                               in
                                                                                                                                                                                                               connection
                                                                                                                                                                                                               therewith
                                                                                                                                                                                                               and
                                                                                                                                                                                                               all
                                                                                                                                                                                                               tangible
                                                                                                                                                                                                               and
                                                                                                                                                                                                               intangible
                                                                                                                                                                                                               properties
                                                                                                                                                                                                               with
                                                                                                                                                                                                               respect
                                                                                                                                                                                                               to
                                                                                                                                                                                                               the
                                                                                                                                                                                                               Properties
                                                                                                                                                                                                               whether
                                                                                                                                                                                                               currently
                                                                                                                                                                                                               in
                                                                                                                                                                                                               existence
                                                                                                                                                                                                               or
                                                                                                                                                                                                               to
                                                                                                                                                                                                               be
                                                                                                                                                                                                               developed
                                                                                                                                                                                                               in
                                                                                                                                                                                                               the
                                                                                                                                                                                                               future.
                                                                                                                                                                                                               The
                                                                                                                                                                                                               Properties
                                                                                                                                                                                                               are
                                                                                                                                                                                                               currently
                                                                                                                                                                                                               entitled:



 



    	- 1 -



    	 



    

 


	 	2.1	Big Trouble in Little China
	 	2.2.	Court, The
	 	2.3.	Cousins Club
	 	2.4 	Hip Hop Chronicles
	 	2.5	Hollow Mark
	 	2.6	Husk
	 	2.7	Little Sonny Bunny
	 	2.8	State of Ward
	 	2.9	Proximity Effect 
	 	2.10 	Trail, The
	 	2.11 	Wight & Associates




 


	3	 	Consideration: As
                                                                                                                                                                                                                                                                                                                    full
                                                                                                                                                                                                                                                                                                                    and
                                                                                                                                                                                                                                                                                                                    complete
                                                                                                                                                                                                                                                                                                                    consideration
                                                                                                                                                                                                                                                                                                                    for
                                                                                                                                                                                                                                                                                                                    the
                                                                                                                                                                                                                                                                                                                    purchase
                                                                                                                                                                                                                                                                                                                    of
                                                                                                                                                                                                                                                                                                                    the
                                                                                                                                                                                                                                                                                                                    Properties,
                                                                                                                                                                                                                                                                                                                    Mincheff
                                                                                                                                                                                                                                                                                                                    shall
                                                                                                                                                                                                                                                                                                                    provide
                                                                                                                                                                                                                                                                                                                    Wowio
                                                                                                                                                                                                                                                                                                                    with
                                                                                                                                                                                                                                                                                                                    the
                                                                                                                                                                                                                                                                                                                    following:



 


		3.1	Mincheff
                                                                                                                                                                                                                      shall
                                                                                                                                                                                                                      transfer
                                                                                                                                                                                                                      2,550,000
                                                                                                                                                                                                                      shares
                                                                                                                                                                                                                      of
                                                                                                                                                                                                                      Wowio
                                                                                                                                                                                                                      common
                                                                                                                                                                                                                      stock
                                                                                                                                                                                                                      back
                                                                                                                                                                                                                      to
                                                                                                                                                                                                                      Wowio.
                                                                                                                                                                                                                      (Wowio
                                                                                                                                                                                                                      shall
                                                                                                                                                                                                                      prepare
                                                                                                                                                                                                                      the
                                                                                                                                                                                                                      appropriate
                                                                                                                                                                                                                      transfer
                                                                                                                                                                                                                      documents
                                                                                                                                                                                                                      to
                                                                                                                                                                                                                      perfect
                                                                                                                                                                                                                      such
                                                                                                                                                                                                                      return.)



 


		3.2	Pursuant
                                                                                                                                                                                                                      to
                                                                                                                                                                                                                      paragraph
                                                                                                                                                                                                                      1.3
                                                                                                                                                                                                                      of
                                                                                                                                                                                                                      the
                                                                                                                                                                                                                      Corporate
                                                                                                                                                                                                                      Acquisition
                                                                                                                                                                                                                      Agreement,
                                                                                                                                                                                                                      Mincheff
                                                                                                                                                                                                                      shall
                                                                                                                                                                                                                      reduce
                                                                                                                                                                                                                      his
                                                                                                                                                                                                                      “Contingent
                                                                                                                                                                                                                      Limited
                                                                                                                                                                                                                      Royalties
                                                                                                                                                                                                                      for
                                                                                                                                                                                                                      Exploitation
                                                                                                                                                                                                                      of
                                                                                                                                                                                                                      SDE
                                                                                                                                                                                                                      Properties”
                                                                                                                                                                                                                      of
                                                                                                                                                                                                                      $1,000,000
                                                                                                                                                                                                                      to
                                                                                                                                                                                                                      $500,000
                                                                                                                                                                                                                      (“Mincheff
                                                                                                                                                                                                                      Royalties”).



 


		3.3	For
                                                                                                                                                                                                                      a
                                                                                                                                                                                                                      period
                                                                                                                                                                                                                      of
                                                                                                                                                                                                                      36
                                                                                                                                                                                                                      months
                                                                                                                                                                                                                      commencing
                                                                                                                                                                                                                      on
                                                                                                                                                                                                                      the
                                                                                                                                                                                                                      Effective
                                                                                                                                                                                                                      Date
                                                                                                                                                                                                                      first
                                                                                                                                                                                                                      written
                                                                                                                                                                                                                      above,
                                                                                                                                                                                                                      Mincheff
                                                                                                                                                                                                                      shall
                                                                                                                                                                                                                      pay
                                                                                                                                                                                                                      Wowio
                                                                                                                                                                                                                      50%
                                                                                                                                                                                                                      of
                                                                                                                                                                                                                      all
                                                                                                                                                                                                                      Net
                                                                                                                                                                                                                      Revenue
                                                                                                                                                                                                                      generated
                                                                                                                                                                                                                      from
                                                                                                                                                                                                                      the
                                                                                                                                                                                                                      Properties.
                                                                                                                                                                                                                      Net
                                                                                                                                                                                                                      Revenue
                                                                                                                                                                                                                      shall
                                                                                                                                                                                                                      be
                                                                                                                                                                                                                      defined
                                                                                                                                                                                                                      as
                                                                                                                                                                                                                      all
                                                                                                                                                                                                                      revenues
                                                                                                                                                                                                                      received
                                                                                                                                                                                                                      from
                                                                                                                                                                                                                      the
                                                                                                                                                                                                                      sale
                                                                                                                                                                                                                      or
                                                                                                                                                                                                                      license
                                                                                                                                                                                                                      of
                                                                                                                                                                                                                      the
                                                                                                                                                                                                                      Properties,
                                                                                                                                                                                                                      including
                                                                                                                                                                                                                      any
                                                                                                                                                                                                                      ancillaries,
                                                                                                                                                                                                                      less
                                                                                                                                                                                                                      only
                                                                                                                                                                                                                      actual
                                                                                                                                                                                                                      costs
                                                                                                                                                                                                                      incurred
                                                                                                                                                                                                                      in
                                                                                                                                                                                                                      the
                                                                                                                                                                                                                      production
                                                                                                                                                                                                                      and
                                                                                                                                                                                                                      exploitation
                                                                                                                                                                                                                      of
                                                                                                                                                                                                                      the
                                                                                                                                                                                                                      Properties
                                                                                                                                                                                                                      and
                                                                                                                                                                                                                      the
                                                                                                                                                                                                                      Mincheff
                                                                                                                                                                                                                      Royalties
                                                                                                                                                                                                                      (“Net
                                                                                                                                                                                                                      Revenue”).
                                                                                                                                                                                                                      Commencing
                                                                                                                                                                                                                      after
                                                                                                                                                                                                                      such
                                                                                                                                                                                                                      36-month
                                                                                                                                                                                                                      period
                                                                                                                                                                                                                      and
                                                                                                                                                                                                                      continuing
                                                                                                                                                                                                                      in
                                                                                                                                                                                                                      perpetuity,
                                                                                                                                                                                                                      Wowio
                                                                                                                                                                                                                      will
                                                                                                                                                                                                                      receive
                                                                                                                                                                                                                      25%
                                                                                                                                                                                                                      of
                                                                                                                                                                                                                      all
                                                                                                                                                                                                                      Net
                                                                                                                                                                                                                      Revenue.



 


		3.4	Wowio
                                                                                                                                                                                                                      shall
                                                                                                                                                                                                                      receive
                                                                                                                                                                                                                      an
                                                                                                                                                                                                                      Executive
                                                                                                                                                                                                                      Producer
                                                                                                                                                                                                                      credit
                                                                                                                                                                                                                      for
                                                                                                                                                                                                                      one
                                                                                                                                                                                                                      designee,
                                                                                                                                                                                                                      on
                                                                                                                                                                                                                      any
                                                                                                                                                                                                                      web,
                                                                                                                                                                                                                      motion
                                                                                                                                                                                                                      picture
                                                                                                                                                                                                                      and/or
                                                                                                                                                                                                                      television
                                                                                                                                                                                                                      productions
                                                                                                                                                                                                                      based
                                                                                                                                                                                                                      on
                                                                                                                                                                                                                      the
                                                                                                                                                                                                                      Properties.



 


	4		Reservation
                                                                                                                                                                                                                                                                                                              of
                                                                                                                                                                                                                                                                                                              Rights:
                                                                                                                                                                                                                                                                                                              Wowio
                                                                                                                                                                                                                                                                                                              hereby
                                                                                                                                                                                                                                                                                                              reserves
                                                                                                                                                                                                                                                                                                              the
                                                                                                                                                                                                                                                                                                              non-exclusive
                                                                                                                                                                                                                                                                                                              right
                                                                                                                                                                                                                                                                                                              to
                                                                                                                                                                                                                                                                                                              publish
                                                                                                                                                                                                                                                                                                              the
                                                                                                                                                                                                                                                                                                              Properties
                                                                                                                                                                                                                                                                                                              on
                                                                                                                                                                                                                                                                                                              the
                                                                                                                                                                                                                                                                                                              Wowio
                                                                                                                                                                                                                                                                                                              eBook
                                                                                                                                                                                                                                                                                                              platform,
                                                                                                                                                                                                                                                                                                              only.
                                                                                                                                                                                                                                                                                                              Wowio
                                                                                                                                                                                                                                                                                                              shall
                                                                                                                                                                                                                                                                                                              exploit
                                                                                                                                                                                                                                                                                                              these
                                                                                                                                                                                                                                                                                                              rights
                                                                                                                                                                                                                                                                                                              only
                                                                                                                                                                                                                                                                                                              upon
                                                                                                                                                                                                                                                                                                              prior
                                                                                                                                                                                                                                                                                                              written
                                                                                                                                                                                                                                                                                                              notification
                                                                                                                                                                                                                                                                                                              to
                                                                                                                                                                                                                                                                                                              Mincheff
                                                                                                                                                                                                                                                                                                              and
                                                                                                                                                                                                                                                                                                              confirmation
                                                                                                                                                                                                                                                                                                              from
                                                                                                                                                                                                                                                                                                              Mincheff
                                                                                                                                                                                                                                                                                                              within
                                                                                                                                                                                                                                                                                                              3
                                                                                                                                                                                                                                                                                                              days
                                                                                                                                                                                                                                                                                                              after
                                                                                                                                                                                                                                                                                                              receiving
                                                                                                                                                                                                                                                                                                              notification
                                                                                                                                                                                                                                                                                                              that
                                                                                                                                                                                                                                                                                                              such
                                                                                                                                                                                                                                                                                                              publication
                                                                                                                                                                                                                                                                                                              shall
                                                                                                                                                                                                                                                                                                              not
                                                                                                                                                                                                                                                                                                              present
                                                                                                                                                                                                                                                                                                              a
                                                                                                                                                                                                                                                                                                              conflict
                                                                                                                                                                                                                                                                                                              with
                                                                                                                                                                                                                                                                                                              the
                                                                                                                                                                                                                                                                                                              distribution
                                                                                                                                                                                                                                                                                                              of
                                                                                                                                                                                                                                                                                                              the
                                                                                                                                                                                                                                                                                                              applicable
                                                                                                                                                                                                                                                                                                              Property.



 




    	- 2 -



    	 



    


 


	5		Wowio
                                                                                                                                                                                                                          Representations
                                                                                                                                                                                                                          and
                                                                                                                                                                                                                          Warranties:



 


		5.1	Power
                                                                                                                                                                                                                      and
                                                                                                                                                                                                                      Authorization.
                                                                                                                                                                                                                      The
                                                                                                                                                                                                                      execution,
                                                                                                                                                                                                                      delivery
                                                                                                                                                                                                                      and
                                                                                                                                                                                                                      performance
                                                                                                                                                                                                                      by
                                                                                                                                                                                                                      Wowio
                                                                                                                                                                                                                      of
                                                                                                                                                                                                                      this
                                                                                                                                                                                                                      Agreement
                                                                                                                                                                                                                      to
                                                                                                                                                                                                                      which
                                                                                                                                                                                                                      it
                                                                                                                                                                                                                      is
                                                                                                                                                                                                                      a
                                                                                                                                                                                                                      party
                                                                                                                                                                                                                      and
                                                                                                                                                                                                                      the
                                                                                                                                                                                                                      consummation
                                                                                                                                                                                                                      of
                                                                                                                                                                                                                      the
                                                                                                                                                                                                                      transactions
                                                                                                                                                                                                                      contemplated
                                                                                                                                                                                                                      herewith
                                                                                                                                                                                                                      are
                                                                                                                                                                                                                      within
                                                                                                                                                                                                                      the
                                                                                                                                                                                                                      power
                                                                                                                                                                                                                      and
                                                                                                                                                                                                                      authority
                                                                                                                                                                                                                      of
                                                                                                                                                                                                                      Wowio
                                                                                                                                                                                                                      and
                                                                                                                                                                                                                      have
                                                                                                                                                                                                                      been
                                                                                                                                                                                                                      duly
                                                                                                                                                                                                                      authorized
                                                                                                                                                                                                                      by
                                                                                                                                                                                                                      all
                                                                                                                                                                                                                      necessary
                                                                                                                                                                                                                      action.
                                                                                                                                                                                                                      This
                                                                                                                                                                                                                      Agreement
                                                                                                                                                                                                                      will
                                                                                                                                                                                                                      be
                                                                                                                                                                                                                      duly
                                                                                                                                                                                                                      executed
                                                                                                                                                                                                                      and
                                                                                                                                                                                                                      delivered
                                                                                                                                                                                                                      by
                                                                                                                                                                                                                      Wowio
                                                                                                                                                                                                                      and
                                                                                                                                                                                                                      is
                                                                                                                                                                                                                      a
                                                                                                                                                                                                                      legal,
                                                                                                                                                                                                                      valid
                                                                                                                                                                                                                      and
                                                                                                                                                                                                                      binding
                                                                                                                                                                                                                      obligation
                                                                                                                                                                                                                      of
                                                                                                                                                                                                                      Wowio
                                                                                                                                                                                                                      enforceable
                                                                                                                                                                                                                      against
                                                                                                                                                                                                                      Wowio
                                                                                                                                                                                                                      in
                                                                                                                                                                                                                      accordance
                                                                                                                                                                                                                      with
                                                                                                                                                                                                                      its
                                                                                                                                                                                                                      terms.



 


		5.2	Properties.
                                                                                                                                                                                                                      Wowio
                                                                                                                                                                                                                      represents
                                                                                                                                                                                                                      and
                                                                                                                                                                                                                      warrants
                                                                                                                                                                                                                      that
                                                                                                                                                                                                                      with
                                                                                                                                                                                                                      respect
                                                                                                                                                                                                                      to
                                                                                                                                                                                                                      the
                                                                                                                                                                                                                      Properties
                                                                                                                                                                                                                      hereunder,
                                                                                                                                                                                                                      Wowio
                                                                                                                                                                                                                      has
                                                                                                                                                                                                                      not
                                                                                                                                                                                                                      altered
                                                                                                                                                                                                                      the
                                                                                                                                                                                                                      Properties
                                                                                                                                                                                                                      and
                                                                                                                                                                                                                      the
                                                                                                                                                                                                                      Properties
                                                                                                                                                                                                                      shall
                                                                                                                                                                                                                      be
                                                                                                                                                                                                                      in
                                                                                                                                                                                                                      the
                                                                                                                                                                                                                      same
                                                                                                                                                                                                                      condition
                                                                                                                                                                                                                      as
                                                                                                                                                                                                                      when
                                                                                                                                                                                                                      originally
                                                                                                                                                                                                                      acquired
                                                                                                                                                                                                                      by
                                                                                                                                                                                                                      Wowio.



 


		5.3	No
                                                                                                                                                                                                                      Other
                                                                                                                                                                                                                      Warranties
                                                                                                                                                                                                                      or
                                                                                                                                                                                                                      Representations.
                                                                                                                                                                                                                      Except
                                                                                                                                                                                                                      for
                                                                                                                                                                                                                      the
                                                                                                                                                                                                                      representations
                                                                                                                                                                                                                      and
                                                                                                                                                                                                                      warranties
                                                                                                                                                                                                                      contained
                                                                                                                                                                                                                      in
                                                                                                                                                                                                                      this
                                                                                                                                                                                                                      Section
                                                                                                                                                                                                                      5,
                                                                                                                                                                                                                      neither
                                                                                                                                                                                                                      Wowio
                                                                                                                                                                                                                      nor
                                                                                                                                                                                                                      any
                                                                                                                                                                                                                      of
                                                                                                                                                                                                                      its
                                                                                                                                                                                                                      representatives
                                                                                                                                                                                                                      makes
                                                                                                                                                                                                                      any
                                                                                                                                                                                                                      other
                                                                                                                                                                                                                      express
                                                                                                                                                                                                                      or
                                                                                                                                                                                                                      implied
                                                                                                                                                                                                                      representation
                                                                                                                                                                                                                      or
                                                                                                                                                                                                                      warranty
                                                                                                                                                                                                                      with
                                                                                                                                                                                                                      respect
                                                                                                                                                                                                                      to
                                                                                                                                                                                                                      the
                                                                                                                                                                                                                      Properties,
                                                                                                                                                                                                                      and
                                                                                                                                                                                                                      Wowio
                                                                                                                                                                                                                      disclaims
                                                                                                                                                                                                                      any
                                                                                                                                                                                                                      other
                                                                                                                                                                                                                      representations
                                                                                                                                                                                                                      or
                                                                                                                                                                                                                      warranties,
                                                                                                                                                                                                                      whether
                                                                                                                                                                                                                      made
                                                                                                                                                                                                                      by
                                                                                                                                                                                                                      Wowio
                                                                                                                                                                                                                      or
                                                                                                                                                                                                                      any
                                                                                                                                                                                                                      of
                                                                                                                                                                                                                      its
                                                                                                                                                                                                                      representatives.
                                                                                                                                                                                                                      Without
                                                                                                                                                                                                                      limiting
                                                                                                                                                                                                                      the
                                                                                                                                                                                                                      generality
                                                                                                                                                                                                                      of
                                                                                                                                                                                                                      the
                                                                                                                                                                                                                      foregoing,
                                                                                                                                                                                                                      subject
                                                                                                                                                                                                                      to
                                                                                                                                                                                                                      the
                                                                                                                                                                                                                      express
                                                                                                                                                                                                                      representations
                                                                                                                                                                                                                      and
                                                                                                                                                                                                                      warranties
                                                                                                                                                                                                                      contained
                                                                                                                                                                                                                      in
                                                                                                                                                                                                                      this
                                                                                                                                                                                                                      Section
                                                                                                                                                                                                                      5,
                                                                                                                                                                                                                      (i)
                                                                                                                                                                                                                      Wowio
                                                                                                                                                                                                                      makes
                                                                                                                                                                                                                      no
                                                                                                                                                                                                                      representation
                                                                                                                                                                                                                      or
                                                                                                                                                                                                                      warranty
                                                                                                                                                                                                                      whatsoever,
                                                                                                                                                                                                                      express
                                                                                                                                                                                                                      or
                                                                                                                                                                                                                      implied,
                                                                                                                                                                                                                      concerning
                                                                                                                                                                                                                      the
                                                                                                                                                                                                                      Properties,
                                                                                                                                                                                                                      including,
                                                                                                                                                                                                                      without
                                                                                                                                                                                                                      limitation,
                                                                                                                                                                                                                      any
                                                                                                                                                                                                                      representation
                                                                                                                                                                                                                      or
                                                                                                                                                                                                                      warranty
                                                                                                                                                                                                                      as
                                                                                                                                                                                                                      to
                                                                                                                                                                                                                      value,
                                                                                                                                                                                                                      true
                                                                                                                                                                                                                      ownership,
                                                                                                                                                                                                                      merchantability,
                                                                                                                                                                                                                      suitability
                                                                                                                                                                                                                      for
                                                                                                                                                                                                                      use,
                                                                                                                                                                                                                      salability,
                                                                                                                                                                                                                      validity
                                                                                                                                                                                                                      or
                                                                                                                                                                                                                      enforceability
                                                                                                                                                                                                                      of
                                                                                                                                                                                                                      ownership,
                                                                                                                                                                                                                      and
                                                                                                                                                                                                                      (ii)
                                                                                                                                                                                                                      Mincheff
                                                                                                                                                                                                                      specifically
                                                                                                                                                                                                                      acknowledges
                                                                                                                                                                                                                      that
                                                                                                                                                                                                                      no
                                                                                                                                                                                                                      warranties
                                                                                                                                                                                                                      that
                                                                                                                                                                                                                      any
                                                                                                                                                                                                                      of
                                                                                                                                                                                                                      the
                                                                                                                                                                                                                      Properties
                                                                                                                                                                                                                      are
                                                                                                                                                                                                                      merchantable
                                                                                                                                                                                                                      or
                                                                                                                                                                                                                      fit
                                                                                                                                                                                                                      for
                                                                                                                                                                                                                      any
                                                                                                                                                                                                                      particular
                                                                                                                                                                                                                      purpose
                                                                                                                                                                                                                      are
                                                                                                                                                                                                                      made
                                                                                                                                                                                                                      or
                                                                                                                                                                                                                      should
                                                                                                                                                                                                                      be
                                                                                                                                                                                                                      implied.



 


	6		Mincheff
                                                                                                                                                                                                             Representations
                                                                                                                                                                                                             and
                                                                                                                                                                                                             Warranties:
                                                                                                                                                                                                             Mincheff
                                                                                                                                                                                                             represents
                                                                                                                                                                                                             and
                                                                                                                                                                                                             warrants
                                                                                                                                                                                                             that
                                                                                                                                                                                                             he
                                                                                                                                                                                                             is
                                                                                                                                                                                                             free
                                                                                                                                                                                                             to
                                                                                                                                                                                                             enter
                                                                                                                                                                                                             into
                                                                                                                                                                                                             this
                                                                                                                                                                                                             Agreement
                                                                                                                                                                                                             and
                                                                                                                                                                                                             will
                                                                                                                                                                                                             not
                                                                                                                                                                                                             do
                                                                                                                                                                                                             or
                                                                                                                                                                                                             permit
                                                                                                                                                                                                             any
                                                                                                                                                                                                             act
                                                                                                                                                                                                             which
                                                                                                                                                                                                             will
                                                                                                                                                                                                             interfere
                                                                                                                                                                                                             with
                                                                                                                                                                                                             or
                                                                                                                                                                                                             derogate
                                                                                                                                                                                                             from
                                                                                                                                                                                                             Wowio’s
                                                                                                                                                                                                             exercise
                                                                                                                                                                                                             of
                                                                                                                                                                                                             the
                                                                                                                                                                                                             rights
                                                                                                                                                                                                             herein
                                                                                                                                                                                                             granted.
                                                                                                                                                                                                             Additionally,
                                                                                                                                                                                                             with
                                                                                                                                                                                                             regard
                                                                                                                                                                                                             to
                                                                                                                                                                                                             the
                                                                                                                                                                                                             intellectual
                                                                                                                                                                                                             property
                                                                                                                                                                                                             that
                                                                                                                                                                                                             was
                                                                                                                                                                                                             purchased
                                                                                                                                                                                                             by
                                                                                                                                                                                                             Wowio
                                                                                                                                                                                                             pursuant
                                                                                                                                                                                                             to
                                                                                                                                                                                                             the
                                                                                                                                                                                                             Corporate
                                                                                                                                                                                                             Acquisition
                                                                                                                                                                                                             Agreement
                                                                                                                                                                                                             and
                                                                                                                                                                                                             of
                                                                                                                                                                                                             which
                                                                                                                                                                                                             Wowio
                                                                                                                                                                                                             is
                                                                                                                                                                                                             retaining
                                                                                                                                                                                                             ownership
                                                                                                                                                                                                             (“Wowio
                                                                                                                                                                                                             Properties”),
                                                                                                                                                                                                             neither
                                                                                                                                                                                                             Mincheff
                                                                                                                                                                                                             nor
                                                                                                                                                                                                             any
                                                                                                                                                                                                             of
                                                                                                                                                                                                             his
                                                                                                                                                                                                             representatives
                                                                                                                                                                                                             makes
                                                                                                                                                                                                             any
                                                                                                                                                                                                             express
                                                                                                                                                                                                             or
                                                                                                                                                                                                             implied
                                                                                                                                                                                                             representation
                                                                                                                                                                                                             or
                                                                                                                                                                                                             warranty
                                                                                                                                                                                                             with
                                                                                                                                                                                                             respect
                                                                                                                                                                                                             to
                                                                                                                                                                                                             the
                                                                                                                                                                                                             Wowio
                                                                                                                                                                                                             Properties,
                                                                                                                                                                                                             and
                                                                                                                                                                                                             Mincheff
                                                                                                                                                                                                             disclaims
                                                                                                                                                                                                             any
                                                                                                                                                                                                             other
                                                                                                                                                                                                             representations
                                                                                                                                                                                                             or
                                                                                                                                                                                                             warranties,
                                                                                                                                                                                                             whether
                                                                                                                                                                                                             made
                                                                                                                                                                                                             by
                                                                                                                                                                                                             Mincheff
                                                                                                                                                                                                             or
                                                                                                                                                                                                             any
                                                                                                                                                                                                             of
                                                                                                                                                                                                             his
                                                                                                                                                                                                             representatives.
                                                                                                                                                                                                             Without
                                                                                                                                                                                                             limiting
                                                                                                                                                                                                             the
                                                                                                                                                                                                             generality
                                                                                                                                                                                                             of
                                                                                                                                                                                                             the
                                                                                                                                                                                                             foregoing,
                                                                                                                                                                                                             subject
                                                                                                                                                                                                             to
                                                                                                                                                                                                             the
                                                                                                                                                                                                             express
                                                                                                                                                                                                             representations
                                                                                                                                                                                                             and
                                                                                                                                                                                                             warranties
                                                                                                                                                                                                             contained
                                                                                                                                                                                                             in
                                                                                                                                                                                                             this
                                                                                                                                                                                                             Section
                                                                                                                                                                                                             6,
                                                                                                                                                                                                             (i)
                                                                                                                                                                                                             Mincheff
                                                                                                                                                                                                             makes
                                                                                                                                                                                                             no
                                                                                                                                                                                                             representation
                                                                                                                                                                                                             or
                                                                                                                                                                                                             warranty
                                                                                                                                                                                                             whatsoever,
                                                                                                                                                                                                             express
                                                                                                                                                                                                             or
                                                                                                                                                                                                             implied,
                                                                                                                                                                                                             concerning
                                                                                                                                                                                                             the
                                                                                                                                                                                                             properties,
                                                                                                                                                                                                             including,
                                                                                                                                                                                                             without
                                                                                                                                                                                                             limitation,
                                                                                                                                                                                                             any
                                                                                                                                                                                                             representation
                                                                                                                                                                                                             or
                                                                                                                                                                                                             warranty
                                                                                                                                                                                                             as
                                                                                                                                                                                                             to
                                                                                                                                                                                                             value,
                                                                                                                                                                                                             true
                                                                                                                                                                                                             ownership,
                                                                                                                                                                                                             merchantability,
                                                                                                                                                                                                             suitability
                                                                                                                                                                                                             for
                                                                                                                                                                                                             use,
                                                                                                                                                                                                             salability,
                                                                                                                                                                                                             validity
                                                                                                                                                                                                             or
                                                                                                                                                                                                             enforceability
                                                                                                                                                                                                             of
                                                                                                                                                                                                             ownership,
                                                                                                                                                                                                             and
                                                                                                                                                                                                             (ii)
                                                                                                                                                                                                             Wowio
                                                                                                                                                                                                             specifically
                                                                                                                                                                                                             acknowledges
                                                                                                                                                                                                             that
                                                                                                                                                                                                             no
                                                                                                                                                                                                             warranties
                                                                                                                                                                                                             that
                                                                                                                                                                                                             any
                                                                                                                                                                                                             of
                                                                                                                                                                                                             the
                                                                                                                                                                                                             Wowio
                                                                                                                                                                                                             Properties
                                                                                                                                                                                                             are
                                                                                                                                                                                                             merchantable
                                                                                                                                                                                                             or
                                                                                                                                                                                                             fit
                                                                                                                                                                                                             for
                                                                                                                                                                                                             any
                                                                                                                                                                                                             particular
                                                                                                                                                                                                             purpose
                                                                                                                                                                                                             are
                                                                                                                                                                                                             made
                                                                                                                                                                                                             or
                                                                                                                                                                                                             should
                                                                                                                                                                                                             be
                                                                                                                                                                                                             implied



 


	7		Miscellaneous:



 


		7.1	Arbitration:
                                                                                                                                                                                                                     All
                                                                                                                                                                                                                     disputes
                                                                                                                                                                                                                     under
                                                                                                                                                                                                                     this
                                                                                                                                                                                                                     Agreement
                                                                                                                                                                                                                     shall
                                                                                                                                                                                                                     be
                                                                                                                                                                                                                     settled
                                                                                                                                                                                                                     pursuant
                                                                                                                                                                                                                     to
                                                                                                                                                                                                                     binding
                                                                                                                                                                                                                     arbitration
                                                                                                                                                                                                                     under
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     commercial
                                                                                                                                                                                                                     arbitration
                                                                                                                                                                                                                     rules
                                                                                                                                                                                                                     of
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     American
                                                                                                                                                                                                                     Arbitration
                                                                                                                                                                                                                     Association
                                                                                                                                                                                                                     (“AAA”)
                                                                                                                                                                                                                     before
                                                                                                                                                                                                                     a
                                                                                                                                                                                                                     single
                                                                                                                                                                                                                     arbitrator
                                                                                                                                                                                                                     with
                                                                                                                                                                                                                     expertise
                                                                                                                                                                                                                     in
                                                                                                                                                                                                                     entertainment
                                                                                                                                                                                                                     matters.
                                                                                                                                                                                                                     The
                                                                                                                                                                                                                     arbitration
                                                                                                                                                                                                                     shall
                                                                                                                                                                                                                     take
                                                                                                                                                                                                                     place
                                                                                                                                                                                                                     in
                                                                                                                                                                                                                     Los
                                                                                                                                                                                                                     Angeles,
                                                                                                                                                                                                                     California.
                                                                                                                                                                                                                     The
                                                                                                                                                                                                                     prevailing
                                                                                                                                                                                                                     party
                                                                                                                                                                                                                     will
                                                                                                                                                                                                                     be
                                                                                                                                                                                                                     entitled
                                                                                                                                                                                                                     to
                                                                                                                                                                                                                     reasonable
                                                                                                                                                                                                                     attorney
                                                                                                                                                                                                                     fees
                                                                                                                                                                                                                     and
                                                                                                                                                                                                                     costs.



 




    	- 3 -



    	 



    


 


		7.2	Indemnification:
                                                                                                                                                                                                                      Wowio
                                                                                                                                                                                                                      shall
                                                                                                                                                                                                                      indemnify
                                                                                                                                                                                                                      Mincheff
                                                                                                                                                                                                                      from
                                                                                                                                                                                                                      and
                                                                                                                                                                                                                      against
                                                                                                                                                                                                                      any
                                                                                                                                                                                                                      and
                                                                                                                                                                                                                      all
                                                                                                                                                                                                                      claims
                                                                                                                                                                                                                      and
                                                                                                                                                                                                                      damages
                                                                                                                                                                                                                      arising
                                                                                                                                                                                                                      from:
                                                                                                                                                                                                                      (i)
                                                                                                                                                                                                                      the
                                                                                                                                                                                                                      breach
                                                                                                                                                                                                                      of
                                                                                                                                                                                                                      any
                                                                                                                                                                                                                      term,
                                                                                                                                                                                                                      representation
                                                                                                                                                                                                                      or
                                                                                                                                                                                                                      warranty
                                                                                                                                                                                                                      of
                                                                                                                                                                                                                      Wowio
                                                                                                                                                                                                                      hereunder;
                                                                                                                                                                                                                      and
                                                                                                                                                                                                                      (ii)
                                                                                                                                                                                                                      the
                                                                                                                                                                                                                      production,
                                                                                                                                                                                                                      distribution,
                                                                                                                                                                                                                      exhibition
                                                                                                                                                                                                                      or
                                                                                                                                                                                                                      exploitation
                                                                                                                                                                                                                      of
                                                                                                                                                                                                                      the
                                                                                                                                                                                                                      Properties
                                                                                                                                                                                                                      by
                                                                                                                                                                                                                      Wowio
                                                                                                                                                                                                                      or
                                                                                                                                                                                                                      its
                                                                                                                                                                                                                      assignees,
                                                                                                                                                                                                                      or
                                                                                                                                                                                                                      any
                                                                                                                                                                                                                      element
                                                                                                                                                                                                                      thereof
                                                                                                                                                                                                                      to
                                                                                                                                                                                                                      the
                                                                                                                                                                                                                      extent
                                                                                                                                                                                                                      such
                                                                                                                                                                                                                      claim
                                                                                                                                                                                                                      or
                                                                                                                                                                                                                      damage
                                                                                                                                                                                                                      arises
                                                                                                                                                                                                                      from
                                                                                                                                                                                                                      an
                                                                                                                                                                                                                      action
                                                                                                                                                                                                                      or
                                                                                                                                                                                                                      omission
                                                                                                                                                                                                                      taken
                                                                                                                                                                                                                      by
                                                                                                                                                                                                                      Wowio
                                                                                                                                                                                                                      during
                                                                                                                                                                                                                      the
                                                                                                                                                                                                                      time
                                                                                                                                                                                                                      Wowio
                                                                                                                                                                                                                      controlled
                                                                                                                                                                                                                      the
                                                                                                                                                                                                                      Properties.
                                                                                                                                                                                                                      Mincheff
                                                                                                                                                                                                                      shall
                                                                                                                                                                                                                      indemnify
                                                                                                                                                                                                                      and
                                                                                                                                                                                                                      defend
                                                                                                                                                                                                                      Wowio
                                                                                                                                                                                                                      from
                                                                                                                                                                                                                      and
                                                                                                                                                                                                                      against
                                                                                                                                                                                                                      any
                                                                                                                                                                                                                      and
                                                                                                                                                                                                                      all
                                                                                                                                                                                                                      claims
                                                                                                                                                                                                                      and
                                                                                                                                                                                                                      damages
                                                                                                                                                                                                                      arising
                                                                                                                                                                                                                      from:
                                                                                                                                                                                                                      (i)
                                                                                                                                                                                                                      the
                                                                                                                                                                                                                      breach
                                                                                                                                                                                                                      of
                                                                                                                                                                                                                      any
                                                                                                                                                                                                                      term,
                                                                                                                                                                                                                      representation
                                                                                                                                                                                                                      or
                                                                                                                                                                                                                      warranty
                                                                                                                                                                                                                      of
                                                                                                                                                                                                                      Mincheff
                                                                                                                                                                                                                      hereunder;
                                                                                                                                                                                                                      and
                                                                                                                                                                                                                      (ii)
                                                                                                                                                                                                                      the
                                                                                                                                                                                                                      production,
                                                                                                                                                                                                                      distribution,
                                                                                                                                                                                                                      exhibition
                                                                                                                                                                                                                      or
                                                                                                                                                                                                                      exploitation
                                                                                                                                                                                                                      of
                                                                                                                                                                                                                      the
                                                                                                                                                                                                                      Properties
                                                                                                                                                                                                                      by
                                                                                                                                                                                                                      Mincheff
                                                                                                                                                                                                                      or
                                                                                                                                                                                                                      its
                                                                                                                                                                                                                      assignees,
                                                                                                                                                                                                                      or
                                                                                                                                                                                                                      any
                                                                                                                                                                                                                      element
                                                                                                                                                                                                                      thereof,
                                                                                                                                                                                                                      to
                                                                                                                                                                                                                      the
                                                                                                                                                                                                                      extent
                                                                                                                                                                                                                      such
                                                                                                                                                                                                                      claim
                                                                                                                                                                                                                      or
                                                                                                                                                                                                                      damage
                                                                                                                                                                                                                      does
                                                                                                                                                                                                                      not
                                                                                                                                                                                                                      arise
                                                                                                                                                                                                                      out
                                                                                                                                                                                                                      of
                                                                                                                                                                                                                      a
                                                                                                                                                                                                                      breach
                                                                                                                                                                                                                      of
                                                                                                                                                                                                                      any
                                                                                                                                                                                                                      term,
                                                                                                                                                                                                                      representation
                                                                                                                                                                                                                      or
                                                                                                                                                                                                                      warranty
                                                                                                                                                                                                                      made
                                                                                                                                                                                                                      by
                                                                                                                                                                                                                      Wowio
                                                                                                                                                                                                                      hereunder.



 


		7.3	Assignment:
                                                                                                                                                                                                                                                                                                                The
                                                                                                                                                                                                                                                                                                                parties
                                                                                                                                                                                                                                                                                                                may
                                                                                                                                                                                                                                                                                                                assign
                                                                                                                                                                                                                                                                                                                their
                                                                                                                                                                                                                                                                                                                rights
                                                                                                                                                                                                                                                                                                                and
                                                                                                                                                                                                                                                                                                                obligations
                                                                                                                                                                                                                                                                                                                hereunder;
                                                                                                                                                                                                                                                                                                                provided,
                                                                                                                                                                                                                                                                                                                however,
                                                                                                                                                                                                                                                                                                                if
                                                                                                                                                                                                                                                                                                                this
                                                                                                                                                                                                                                                                                                                Agreement
                                                                                                                                                                                                                                                                                                                is
                                                                                                                                                                                                                                                                                                                assigned
                                                                                                                                                                                                                                                                                                                to
                                                                                                                                                                                                                                                                                                                a
                                                                                                                                                                                                                                                                                                                person
                                                                                                                                                                                                                                                                                                                or
                                                                                                                                                                                                                                                                                                                entity
                                                                                                                                                                                                                                                                                                                other
                                                                                                                                                                                                                                                                                                                than
                                                                                                                                                                                                                                                                                                                a
                                                                                                                                                                                                                                                                                                                bona
                                                                                                                                                                                                                                                                                                                fide
                                                                                                                                                                                                                                                                                                                distributor,
                                                                                                                                                                                                                                                                                                                financier,
                                                                                                                                                                                                                                                                                                                major
                                                                                                                                                                                                                                                                                                                or
                                                                                                                                                                                                                                                                                                                mini-major
                                                                                                                                                                                                                                                                                                                studio
                                                                                                                                                                                                                                                                                                                that
                                                                                                                                                                                                                                                                                                                assumes
                                                                                                                                                                                                                                                                                                                all
                                                                                                                                                                                                                                                                                                                obligations
                                                                                                                                                                                                                                                                                                                in
                                                                                                                                                                                                                                                                                                                writing,
                                                                                                                                                                                                                                                                                                                the
                                                                                                                                                                                                                                                                                                                assigning
                                                                                                                                                                                                                                                                                                                party
                                                                                                                                                                                                                                                                                                                shall
                                                                                                                                                                                                                                                                                                                remain
                                                                                                                                                                                                                                                                                                                secondarily
                                                                                                                                                                                                                                                                                                                liable
                                                                                                                                                                                                                                                                                                                to
                                                                                                                                                                                                                                                                                                                the
                                                                                                                                                                                                                                                                                                                non-assigning
                                                                                                                                                                                                                                                                                                                party.



 


		7.4	Notices:
                                                                                                                                                                                                                                                                                                                Any
                                                                                                                                                                                                                                                                                                                notice
                                                                                                                                                                                                                                                                                                                under
                                                                                                                                                                                                                                                                                                                this
                                                                                                                                                                                                                                                                                                                Agreement
                                                                                                                                                                                                                                                                                                                shall
                                                                                                                                                                                                                                                                                                                be
                                                                                                                                                                                                                                                                                                                written
                                                                                                                                                                                                                                                                                                                and
                                                                                                                                                                                                                                                                                                                delivered
                                                                                                                                                                                                                                                                                                                by
                                                                                                                                                                                                                                                                                                                hand,
                                                                                                                                                                                                                                                                                                                by
                                                                                                                                                                                                                                                                                                                a
                                                                                                                                                                                                                                                                                                                recognized
                                                                                                                                                                                                                                                                                                                courier
                                                                                                                                                                                                                                                                                                                service
                                                                                                                                                                                                                                                                                                                such
                                                                                                                                                                                                                                                                                                                as
                                                                                                                                                                                                                                                                                                                Federal
                                                                                                                                                                                                                                                                                                                Express,
                                                                                                                                                                                                                                                                                                                or
                                                                                                                                                                                                                                                                                                                by
                                                                                                                                                                                                                                                                                                                facsimile
                                                                                                                                                                                                                                                                                                                or
                                                                                                                                                                                                                                                                                                                e-mail
                                                                                                                                                                                                                                                                                                                with
                                                                                                                                                                                                                                                                                                                confirmation
                                                                                                                                                                                                                                                                                                                of
                                                                                                                                                                                                                                                                                                                receipt
                                                                                                                                                                                                                                                                                                                and
                                                                                                                                                                                                                                                                                                                prepaid
                                                                                                                                                                                                                                                                                                                first
                                                                                                                                                                                                                                                                                                                class
                                                                                                                                                                                                                                                                                                                (air
                                                                                                                                                                                                                                                                                                                mail
                                                                                                                                                                                                                                                                                                                if
                                                                                                                                                                                                                                                                                                                posted
                                                                                                                                                                                                                                                                                                                to
                                                                                                                                                                                                                                                                                                                another
                                                                                                                                                                                                                                                                                                                country)
                                                                                                                                                                                                                                                                                                                post
                                                                                                                                                                                                                                                                                                                to
                                                                                                                                                                                                                                                                                                                the
                                                                                                                                                                                                                                                                                                                party
                                                                                                                                                                                                                                                                                                                at
                                                                                                                                                                                                                                                                                                                its
                                                                                                                                                                                                                                                                                                                address
                                                                                                                                                                                                                                                                                                                above.
                                                                                                                                                                                                                                                                                                                Notices
                                                                                                                                                                                                                                                                                                                shall
                                                                                                                                                                                                                                                                                                                be
                                                                                                                                                                                                                                                                                                                deemed
                                                                                                                                                                                                                                                                                                                to
                                                                                                                                                                                                                                                                                                                have
                                                                                                                                                                                                                                                                                                                been
                                                                                                                                                                                                                                                                                                                served
                                                                                                                                                                                                                                                                                                                on
                                                                                                                                                                                                                                                                                                                the
                                                                                                                                                                                                                                                                                                                same
                                                                                                                                                                                                                                                                                                                business
                                                                                                                                                                                                                                                                                                                day
                                                                                                                                                                                                                                                                                                                if
                                                                                                                                                                                                                                                                                                                hand
                                                                                                                                                                                                                                                                                                                delivered,
                                                                                                                                                                                                                                                                                                                faxed
                                                                                                                                                                                                                                                                                                                or
                                                                                                                                                                                                                                                                                                                e-mailed
                                                                                                                                                                                                                                                                                                                during
                                                                                                                                                                                                                                                                                                                business
                                                                                                                                                                                                                                                                                                                hours
                                                                                                                                                                                                                                                                                                                (or
                                                                                                                                                                                                                                                                                                                otherwise
                                                                                                                                                                                                                                                                                                                when
                                                                                                                                                                                                                                                                                                                the
                                                                                                                                                                                                                                                                                                                next
                                                                                                                                                                                                                                                                                                                business
                                                                                                                                                                                                                                                                                                                day
                                                                                                                                                                                                                                                                                                                starts).



 


		7.5	Tax
                                                                                                                                                                                                                                                                                                                Treatment:
                                                                                                                                                                                                                                                                                                                Wowio
                                                                                                                                                                                                                                                                                                                and
                                                                                                                                                                                                                                                                                                                Mincheff
                                                                                                                                                                                                                                                                                                                acknowledge
                                                                                                                                                                                                                                                                                                                that
                                                                                                                                                                                                                                                                                                                they
                                                                                                                                                                                                                                                                                                                each
                                                                                                                                                                                                                                                                                                                have
                                                                                                                                                                                                                                                                                                                been
                                                                                                                                                                                                                                                                                                                represented
                                                                                                                                                                                                                                                                                                                by
                                                                                                                                                                                                                                                                                                                their
                                                                                                                                                                                                                                                                                                                own
                                                                                                                                                                                                                                                                                                                tax
                                                                                                                                                                                                                                                                                                                advisors
                                                                                                                                                                                                                                                                                                                in
                                                                                                                                                                                                                                                                                                                connection
                                                                                                                                                                                                                                                                                                                with
                                                                                                                                                                                                                                                                                                                this
                                                                                                                                                                                                                                                                                                                transaction;
                                                                                                                                                                                                                                                                                                                that
                                                                                                                                                                                                                                                                                                                none
                                                                                                                                                                                                                                                                                                                of
                                                                                                                                                                                                                                                                                                                them
                                                                                                                                                                                                                                                                                                                has
                                                                                                                                                                                                                                                                                                                made
                                                                                                                                                                                                                                                                                                                a
                                                                                                                                                                                                                                                                                                                representation
                                                                                                                                                                                                                                                                                                                or
                                                                                                                                                                                                                                                                                                                warranty
                                                                                                                                                                                                                                                                                                                to
                                                                                                                                                                                                                                                                                                                any
                                                                                                                                                                                                                                                                                                                of
                                                                                                                                                                                                                                                                                                                the
                                                                                                                                                                                                                                                                                                                other
                                                                                                                                                                                                                                                                                                                parties
                                                                                                                                                                                                                                                                                                                with
                                                                                                                                                                                                                                                                                                                respect
                                                                                                                                                                                                                                                                                                                to
                                                                                                                                                                                                                                                                                                                the
                                                                                                                                                                                                                                                                                                                tax
                                                                                                                                                                                                                                                                                                                treatment
                                                                                                                                                                                                                                                                                                                accorded
                                                                                                                                                                                                                                                                                                                this
                                                                                                                                                                                                                                                                                                                transaction,
                                                                                                                                                                                                                                                                                                                or
                                                                                                                                                                                                                                                                                                                the
                                                                                                                                                                                                                                                                                                                effect
                                                                                                                                                                                                                                                                                                                individually
                                                                                                                                                                                                                                                                                                                or
                                                                                                                                                                                                                                                                                                                corporately
                                                                                                                                                                                                                                                                                                                on
                                                                                                                                                                                                                                                                                                                any
                                                                                                                                                                                                                                                                                                                party
                                                                                                                                                                                                                                                                                                                under
                                                                                                                                                                                                                                                                                                                the
                                                                                                                                                                                                                                                                                                                applicable
                                                                                                                                                                                                                                                                                                                tax
                                                                                                                                                                                                                                                                                                                laws,
                                                                                                                                                                                                                                                                                                                regulations,
                                                                                                                                                                                                                                                                                                                or
                                                                                                                                                                                                                                                                                                                interpretations;
                                                                                                                                                                                                                                                                                                                and
                                                                                                                                                                                                                                                                                                                that
                                                                                                                                                                                                                                                                                                                no
                                                                                                                                                                                                                                                                                                                opinion
                                                                                                                                                                                                                                                                                                                of
                                                                                                                                                                                                                                                                                                                counsel
                                                                                                                                                                                                                                                                                                                or
                                                                                                                                                                                                                                                                                                                private
                                                                                                                                                                                                                                                                                                                revenue
                                                                                                                                                                                                                                                                                                                ruling
                                                                                                                                                                                                                                                                                                                has
                                                                                                                                                                                                                                                                                                                been
                                                                                                                                                                                                                                                                                                                obtained
                                                                                                                                                                                                                                                                                                                with
                                                                                                                                                                                                                                                                                                                respect
                                                                                                                                                                                                                                                                                                                to
                                                                                                                                                                                                                                                                                                                the
                                                                                                                                                                                                                                                                                                                effects
                                                                                                                                                                                                                                                                                                                of
                                                                                                                                                                                                                                                                                                                this
                                                                                                                                                                                                                                                                                                                transaction
                                                                                                                                                                                                                                                                                                                under
                                                                                                                                                                                                                                                                                                                the
                                                                                                                                                                                                                                                                                                                Code.
                                                                                                                                                                                                                                                                                                                Each
                                                                                                                                                                                                                                                                                                                party
                                                                                                                                                                                                                                                                                                                is
                                                                                                                                                                                                                                                                                                                responsible
                                                                                                                                                                                                                                                                                                                for
                                                                                                                                                                                                                                                                                                                paying
                                                                                                                                                                                                                                                                                                                its
                                                                                                                                                                                                                                                                                                                own
                                                                                                                                                                                                                                                                                                                tax
                                                                                                                                                                                                                                                                                                                liabilities
                                                                                                                                                                                                                                                                                                                in
                                                                                                                                                                                                                                                                                                                connection
                                                                                                                                                                                                                                                                                                                with
                                                                                                                                                                                                                                                                                                                this
                                                                                                                                                                                                                                                                                                                Agreement.



 


		7.6	This
                                                                                                                                                                                                                      agreement
                                                                                                                                                                                                                      may
                                                                                                                                                                                                                      be
                                                                                                                                                                                                                      signed
                                                                                                                                                                                                                      in
                                                                                                                                                                                                                      counterparts,
                                                                                                                                                                                                                      and
                                                                                                                                                                                                                      all
                                                                                                                                                                                                                      scanned
                                                                                                                                                                                                                      or
                                                                                                                                                                                                                      facsimile
                                                                                                                                                                                                                      copies
                                                                                                                                                                                                                      shall
                                                                                                                                                                                                                      be
                                                                                                                                                                                                                      deemed
                                                                                                                                                                                                                      originals
                                                                                                                                                                                                                      for
                                                                                                                                                                                                                      all
                                                                                                                                                                                                                      purposes.



 


		7.7	The
                                                                                                                                                                                                                     parties
                                                                                                                                                                                                                     hereto
                                                                                                                                                                                                                     agree
                                                                                                                                                                                                                     to
                                                                                                                                                                                                                     sign
                                                                                                                                                                                                                     such
                                                                                                                                                                                                                     other
                                                                                                                                                                                                                     documents,
                                                                                                                                                                                                                     do
                                                                                                                                                                                                                     and
                                                                                                                                                                                                                     perform
                                                                                                                                                                                                                     and
                                                                                                                                                                                                                     cause
                                                                                                                                                                                                                     to
                                                                                                                                                                                                                     be
                                                                                                                                                                                                                     done
                                                                                                                                                                                                                     and
                                                                                                                                                                                                                     performed
                                                                                                                                                                                                                     such
                                                                                                                                                                                                                     further
                                                                                                                                                                                                                     and
                                                                                                                                                                                                                     other
                                                                                                                                                                                                                     acts
                                                                                                                                                                                                                     consistent
                                                                                                                                                                                                                     herewith
                                                                                                                                                                                                                     as
                                                                                                                                                                                                                     may
                                                                                                                                                                                                                     be
                                                                                                                                                                                                                     necessary
                                                                                                                                                                                                                     or
                                                                                                                                                                                                                     desirable
                                                                                                                                                                                                                     in
                                                                                                                                                                                                                     order
                                                                                                                                                                                                                     to
                                                                                                                                                                                                                     give
                                                                                                                                                                                                                     full
                                                                                                                                                                                                                     effect
                                                                                                                                                                                                                     to
                                                                                                                                                                                                                     this
                                                                                                                                                                                                                     Agreement.



 




    	- 4 -



    	 



    


 


		7.8	This
                                                                                                                                                                                                                Agreement
                                                                                                                                                                                                                constitutes
                                                                                                                                                                                                                the
                                                                                                                                                                                                                entire
                                                                                                                                                                                                                agreement
                                                                                                                                                                                                                between
                                                                                                                                                                                                                the
                                                                                                                                                                                                                parties
                                                                                                                                                                                                                hereto
                                                                                                                                                                                                                with
                                                                                                                                                                                                                respect
                                                                                                                                                                                                                to
                                                                                                                                                                                                                all
                                                                                                                                                                                                                of
                                                                                                                                                                                                                the
                                                                                                                                                                                                                matters
                                                                                                                                                                                                                herein
                                                                                                                                                                                                                and
                                                                                                                                                                                                                its
                                                                                                                                                                                                                execution
                                                                                                                                                                                                                has
                                                                                                                                                                                                                not
                                                                                                                                                                                                                been
                                                                                                                                                                                                                induced
                                                                                                                                                                                                                by,
                                                                                                                                                                                                                nor
                                                                                                                                                                                                                do
                                                                                                                                                                                                                any
                                                                                                                                                                                                                of
                                                                                                                                                                                                                the
                                                                                                                                                                                                                parties
                                                                                                                                                                                                                hereto
                                                                                                                                                                                                                rely
                                                                                                                                                                                                                upon
                                                                                                                                                                                                                or
                                                                                                                                                                                                                regard
                                                                                                                                                                                                                as
                                                                                                                                                                                                                material,
                                                                                                                                                                                                                any
                                                                                                                                                                                                                representations
                                                                                                                                                                                                                or
                                                                                                                                                                                                                writing
                                                                                                                                                                                                                whatsoever
                                                                                                                                                                                                                not
                                                                                                                                                                                                                incorporated
                                                                                                                                                                                                                herein
                                                                                                                                                                                                                and
                                                                                                                                                                                                                made
                                                                                                                                                                                                                a
                                                                                                                                                                                                                part
                                                                                                                                                                                                                hereof.



 


	 	 	WOWIO, Inc.
	 	 	 
	 	/s/
    Roger Mincheff	 	 	/s/
    Brian Altounian
	By:	Roger Mincheff	 	By:	Brian Altounian
	 	 	 	Its:	Chief Executive Officer













 




    	- 5 -



    	 



    


 


ASSIGNMENT


 


This
Assignment Agreement (“Agreement”) is entered into as of December 12, 2012, by and between WOWIO, Inc. (“Assignor”)
and Roger Mincheff (“Assignee”).


 


Reference
is made to the following intellectual property (“IP”):


 


Big Trouble
in Little China


Court,
The


Cousins
Club


Hip Hop
Chronicles


Hollow
Mark Husk


Little
Sonny Bunny


State
of Ward Proximity Effect 


Trail,
The


Wight
& Associates


 


FOR
GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, and subject to the terms and conditions
in the attached Purchase Agreement between the parties of the same date, Assignor and Assignee hereby agree as follows:


 


1. Assignor
hereby grants and assigns to Assignee, its successors, licensees and assigns, all of Assignor’s right, title and interest
in and to the IP, including any and all underlying agreements related to the IP (“Underlying Agreements”). [What are
the “Underlying Agreements?”


 


2. Assignee hereby agrees to carry out and faithfully perform each and all of the terms, covenants, conditions and other provision
contained in the Underlying Agreements required to be kept and performed subsequent to the date thereof under and by virtue of
the Underlying Agreements.


 


3. Assignor represents and warrants that it has performed and has not breached any of its obligations which have accrued to the date
hereof under the Underlying Agreements, and all sums which have accrued and are payable pursuant to the provisions of the Underlying
Agreement have been paid by Assignor.


 


4. Assignee shall indemnify and otherwise hold Assignor harmless from and against any and all damages, claims, demands, liabilities
or expenses (including reasonable attorneys’ fees) which Assignor may suffer or incur arising out of or resulting from any
breach of Assignee’s representations, warranties or agreements hereunder or by Assignee’s failure to keep and perform
the obligations and duties assumed by Assignee hereunder or that were in existence at the time of the original assignment from
Assignee. Assignor shall indemnify and otherwise hold Assignee harmless from and against any and all damages, claims, demands,
liabilities or expenses (including reasonable attorneys’ fees) which Assignee may suffer or incur arising out of or resulting
of or any breach of Assignor’s representations, warranties or agreements hereunder.


 




    	- 6 -



    	 



    


 


5. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and
assigns.


 


6. This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts
wholly negotiated, executed and to be performed therein.


 


7. This Agreement includes the entire understanding of the parties hereto and may not be modified except in a written instrument
signed by the parties hereto.


 


IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the day and year above written.


 


	WOWIO,
    Inc.	 
	 	 	 
	By:	/s/
    Brian Altounian	 
	Name:	Brian
    Altounian	 
	Its:	Chief
    Executive Officer	 
	 	 	 
	By:	/s/
    Roger Mincheff	 
	Name:	Roger
    Mincheff	 


 



    	- 7 -