LOCK-UP/LEAK-OUT
      AGREEMENT

    


    THIS
      LOCK-UP/LEAK-OUT AGREEMENT (the “Agreement”) is made and entered into as of July
      15, 2008, between those individuals set forth on Schedule A attached hereto
      (each, a “Shareholder;” collectively, the “Shareholders”) and Platinum Studios,
      Inc., a California corporation (the “Company”).

    


    RECITALS

    


    WHEREAS,
      the Shareholders collectively own all of the issued and outstanding membership
      interest in WOWIO, LLC, a Pennsylvania limited liability company (the
“Membership Interests”);

    


    WHEREAS,
      simultaneously herewith, the Company has entered into an Acquisition Agreement
      with the Shareholders pursuant to which the Company is acquiring all of the
      Membership Interests (the “Acquisition Agreement”);

    


    WHEREAS,
      all capitalized terms not defined herein shall have the meanings ascribed to
      them in the Acquisition Agreement; 

    


    WHEREAS,
      in consideration for the sale and transfer of the Membership Interests, the
      Shareholders have agreed to accept shares of common stock of the Company in
      the
      form of Purchase Price Shares and Earn Out Shares (collectively, the
“Acquisition Stock”), some of which shall be issued as of the Closing Date and
      some of which shall be issued after the Closing Date, all in accordance with
      the
      terms of the Acquisition Agreement; 

    


    WHEREAS,
      as a material inducement for the Company to issue the Acquisition Stock as
      consideration for the sale of the Membership Interests, and as a condition
      precedent to the closing of the purchase and sale of the Membership Interests
      under the Acquisition Agreement, the Company and the Shareholders have agreed
      to
      enter into this Agreement and to restrict the sale, assignment, transfer,
      conveyance, hypothecation or alienation of the Acquisition Stock, all on the
      terms set forth below.

    


    NOW,
      THEREFORE, in consideration of the foregoing premises and the mutual covenants
      contained herein, the receipt and sufficiency of which are hereby acknowledged,
      the parties hereto agree as follows:

    


    1.    Notwithstanding
      anything contained in this Agreement, each of the Shareholders may transfer
      such
      Shareholder’s shares of Acquisition Stock to such Shareholder’s affiliates,
      partners in a partnership, subsidiaries and trusts, or spouses and lineal
      descendants (individually, a “Transferee”) for estate planning purposes, at such
      value as determined by such Shareholder to be appropriate, provided that the
      Transferee (or the legal representative of the Transferee) executes an agreement
      to be bound by all of the terms and conditions of this Agreement in connection
      with the resale of any shares of the Acquisition Stock. Transfers pursuant
      to
      this Section 1 shall not be subject to the requirements of Section 2. Upon
      completion of a transfer under this Section 1, the Transferee shall be a
“Shareholder” under this Agreement for all purposes. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    2.    Except
      as
      otherwise expressly provided herein, and except as the Shareholders may be
      otherwise restricted from selling shares of the Acquisition Stock under
      applicable United States or state securities laws, rules and regulations, the
      Shareholders may only sell shares of the Acquisition Stock subject to the
      following conditions for the twelve (12) month period following the lapsing
      of
      the Rule 144 holding period applicable to the Acquisition Stock (the
“Lock-Up/Leak-Out Period”), it being acknowledged that because the Acquisition
      Stock is issuable over a period of time at and following the Closing Date,
      each
      issuance of Acquisition Stock shall have a separate, applicable Lock-Up/Leak
      Out
      Period :

    


    2.1    Each
      Shareholder shall be allowed to sell 1/12th
      of such
      Shareholder’s shares of Acquisition Stock per month for the twelve (12) months
      of the applicable Lock-Up/Leak-Out Period. 

    


    2.2    All
      shares of a Shareholder’s Acquisition Stock shall be sold on a non-cumulative
      basis, meaning that if no shares of Acquisition Stock was sold by such
      Shareholder during a month while Acquisition Stock was qualified to be sold
      by
      such Shareholder, those unsold shares could not be sold in the next successive
      month; and likewise, if part of the Acquisition Stock that could be sold during
      any monthly period was sold, such Shareholder may not cumulate the unsold
      portion of that month’s allotment to the next month, and so forth. Each
      Shareholder agrees that all sales will be made at no less than the best “asked”
prices, and no sales will be made at the “bid” prices for the Acquisition Stock.


    


    2.3    Except
      as
      otherwise provided herein, all Acquisition Stock shall be sold in “broker’s
      transactions” and each Shareholder will comply with the “manner of sale”
requirements as those terms are defined in Rule 144 of the Securities and
      Exchange Commission during the applicable Lock-Up/Leak-Out Period.

    


    2.4    An
      appropriate legend describing this Agreement shall be imprinted on each stock
      certificate representing the Acquisition Stock covered hereby, and the transfer
      records of the Company’s transfer agent shall reflect such appropriate
      restrictions.

    


    2.5    Each
      Shareholder agrees that such Shareholder will not engage in any short selling
      of
      the Acquisition Stock during the applicable Lock-Up/Leak-Out
      Period.

     

    3.    Notwithstanding
      anything to the contrary set forth herein, the Company may, in its sole
      discretion, at any time and from time to time, waive any of the conditions
      or
      restrictions contained herein to increase the liquidity of the Acquisition
      Stock
      or if such waiver would otherwise be in the best interests of the development
      of
      the trading market for the Acquisition Stock. Such waiver shall be applicable
      equally to all of the Shareholders, and upon issuance of such waiver all
      Shareholders shall be promptly notified of the waiver given and the time frame
      during which such waiver shall be effective.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    4.    In
      the
      event of: (a) a completed tender offer to purchase all or substantially all
      of
      the Company’s issued and outstanding securities; or (b) a merger, consolidation
      or other reorganization of the Company with or into an unaffiliated entity
      that
      results in a subsequent change in control of the Company, then this Agreement
      shall terminate as of the closing of such event and the Acquisition Stock
      restricted pursuant hereto shall be released from such
      restrictions.

    


    5.    Except
      as
      otherwise provided in this Agreement or any other agreements between the
      parties, each Shareholder shall be entitled such Shareholder’s respective
      beneficial rights of ownership of such Shareholder’s shares of Acquisition
      Stock, including the right to vote such Shareholder’s shares of Acquisition
      Stock for any and all purposes.

    


    6.    The
      number of shares of Acquisition Stock included in any monthly allotment that
      can
      be sold by a Shareholder and the per share price restrictions covered by this
      Agreement shall be appropriately adjusted should the Company declare a dividend
      or distribution, undergo a forward split or a reverse split or otherwise
      reclassify its shares of common stock.

    


    7.    This
      Agreement may be executed in any number of counterparts with the same force
      and
      effect as if all parties had executed the same document.

    


    8.    All
      notices, instructions or other communications required or permitted to be given
      pursuant to this Agreement shall be given in writing and delivered by certified
      mail, return receipt requested, overnight delivery or hand-delivered to all
      parties to this Agreement, 

    


    
      	
            	to
              the Company:	
              Platinum
                Studios, Inc.

            


    

    11400
      W.
      Olympic Blvd.

    14th
      Floor

    Los
      Angeles, CA 90064

    Fax:
      (310) 887-3943

    


    
      	
            	to
              Shareholders:	
              at
                addresses set forth for each Shareholder on Schedule
                A

            


    

    


    All
      notices shall be deemed to be given on the same day if delivered by hand or
      on
      the following business day if sent by overnight delivery or the second business
      day following the date of mailing. 

    


    9.    The
      resale restrictions on the Acquisition Stock set forth in this Agreement shall
      be in addition to all other restrictions on transfer imposed by applicable
      United States and state securities laws, rules and regulations.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    10.    If
      a
      Shareholder fails to fully adhere to the terms and conditions of this Agreement,
      then such Shareholder shall be liable to the Company for any damages suffered
      by
      reason of any such breach of the terms and conditions hereof. Each Shareholder
      agrees that in the event of a breach of any of the terms and conditions of
      this
      Agreement by such Shareholder, that in addition to all other remedies that
      may
      be available in law or in equity to the Company, a preliminary and permanent
      injunction, without bond or surety, and an order of a court requiring such
      Shareholder to cease and desist from violating the terms and conditions of
      this
      Agreement and specifically requiring such Shareholder to perform such
      Shareholder’s obligations hereunder is fair and reasonable by reason of the
      inability of the parties to this Agreement to presently determine the type,
      extent or amount of damages that the Company may suffer as a result of any
      breach or continuation thereof by such Shareholder. 

    


    11.    This
      Agreement sets forth the entire understanding of the parties hereto with respect
      to the subject matter hereof, and may not be amended except by a written
      instrument executed by the parties hereto.

    


    12.    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of California applicable to contracts entered into and to be performed
      wholly within said State; and the Company and each Shareholder agrees that
      any
      action based upon this Agreement may be brought in the United States and state
      courts of Los Angeles, County, California only, and each Shareholder submits
      to
      the jurisdiction of such courts for all purposes hereunder.

    


    13.    In
      the
      event of default hereunder, the non-defaulting parties shall be entitled to
      recover reasonable attorney’s fees incurred in the enforcement of this
      Agreement.

    


    14.    This
      Agreement shall be of no further force and effect, and the transfer restrictions
      described herein shall not apply, in the event of a material breach of the
      Acquisition Agreement by Company, including but not limited to a failure by
      Company to direct the transfer agent to issue any Purchase Price Shares or
      Earn
      Out Shares to the Shareholders (the “Transfer Agent Instructions”), within the
      specific timelines set forth in the Acquisition Agreement, even in the absence
      of bad faith; provided that the Shareholders must give notification of such
      breach to the Company in writing and the Company shall have 20 days following
      such notice to cure such breach unless such breach involves the Transfer Agent
      Instructions and then such cure period shall be only five business days.


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the undersigned have duly executed and delivered this Agreement
      as of the day and year first above written.

    


    “Company”

    


    PLATINUM
      STUDIOS, INC.

    


    


    By: 
      ________________________________

    Brian
      Altounian, President

    


     

    “Shareholders”

    


    


    _____________________________________________

    William
      Lidwell

    


    


    _____________________________________________

    Gary
      Hamel

    


    


    _____________________________________________

    David
      Learned

    


    


    EXTREME
      HOLDINGS, INC.

    


    


    By: 
      __________________________________________

    Regis
      Maher, Co-President

    


    


    ALMARMAL,
      LLC

    


    


    By: 
      __________________________________________

    Steve
      Coleman, President

    


    


    ________________________________________________

    Kristine
      Wasilewski

    


    [SIGNATURE
      PAGE TO LOCK-UP/LEAK-OUT AGREEMENT]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    ______________________________________________

    Richard
      Ellard

    


    


    ______________________________________________

    David
      Palumbo

    


    


    ______________________________________________

    Robert
      Kingslyn

    


    


    ______________________________________________

    Gary
      Gilbert

    


    


    ______________________________________________

    Gary
      Gilbert II

    


    


    ______________________________________________

    Robert
      W.
      Gilbert

    


    


    ______________________________________________

    James
      H.
      Barker III

    


    


    [SIGNATURE
      PAGE TO LOCK-UP//LEAK OUT AGREEMENT]