APPCOIN
INNOVATIONS INC.


561
INDIANA COURT


VENICE,
CA 90291


 


BUSINESS
SERVICES AGREEMENT


 


December
29, 2017


 


WENN
Digital Inc. (the “Client”)


c/o
561 Indiana Court


Venice,
CA 90291


 


AppCoin
Innovations Inc., (ACI) is pleased to provide a range of services to Client.


 


The
attached Business Services Agreement (BSA), along with Schedule A describe the specifics of the working relationships and the
business services, and the scope of work that will be provided to Client by the ACI team.


 


We
look forward to continuing to work with you and would be pleased to provide any additional information you may request. Please
contact the undersigned if you require any clarification.


 


Sincerely,


 


	/s/ Michael
Blum	




 


Michael
Blum


Chief
Financial Officer


AppCoin
Innovations Inc.


 




    	 	 	 



    	 	-2-	 



    

 


THIS
BUSINESS SERVICES AGREEMENT is entered into effective on December 29, 2017.


 


BETWEEN:


 


AppCoin
Innovations Inc.


a
corporation having its office located


at
561 Indiana Court, Venice, CA 90291


 


(“ACI”)


 


AND


 


WENN
Digital Inc.


a
corporation having its office located


c/o
561 Indiana Court, Venice, CA 90291


 


(the
“Client”)


 


WHEREAS:


 


A.       The
Client wishes to conduct an initial coin offering (an “ICO”);


 


B.       In
order to achieve its corporate and business objectives, the Client desires and has agreed to retain the services of ACI to provide
the services and complete the duties described on Schedule “A” attached hereto and ACI agrees to provide such services
to the Client, in accordance with the terms and conditions contained herein; and


 


C.       The
parties desire that the Services (as defined below) shall be provided by ACI directly to the senior executive officers and management
team employed by the Client of the Client.


 


NOW
THEREFORE in consideration and mutual covenants herein contained and such good and other consideration, the receipt and sufficiency
of which is acknowledged by each of ACI and the Client (each, a “Party” and collectively, the “Parties”),
the Parties hereto agree as follows:


 


	 	1.	Services,
    Term and Compensation. The term of this Agreement (the “Term”), the services to be provided by ACI under this
    Agreement (the “Services”) and the amounts to be paid to ACI as full and complete consideration for ACI providing
    the Services under this Agreement (the “Fees”), are set out in the attached Schedule “A”, which forms
    part of this Agreement.
	 	 	 
	 	 	This
    Agreement shall come into force and effect as of the date set out first above, and shall continue in effect until the end
    of the Term identified in Schedule “A”, unless one of ACI or the Client terminates this Agreement in accordance
    with its provisions. Except as otherwise provided herein, or in Schedule hereto, the Term may be renewed, varied or extended
    only by a written instrument executed by both the Client and ACI. In the event of the expiration or termination of this Agreement,
    the Client agrees to pay to ACI any and all unpaid Fees and expenses (as set forth herein) in full.
	 	 	 
	 	2.	Independent
    Contractor. Subject to the terms and conditions of this Agreement, the Client hereby engages ACI as an independent contractor
    to perform the Services, and ACI hereby accepts such engagement. It is expressly agreed that ACI is acting as an independent
    contractor in performing the Services hereunder.
	 	 	 
	 	3.	Nature
    of Engagement. ACI shall perform the Services as an independent contractor, and nothing contained in this Agreement shall
    be construed to create or imply a joint venture, partnership, principal agent, or employment relationship between the Client
    and ACI. Unless the Client specifically authorizes ACI in writing to do so, ACI shall neither act or purport to be acting
    as the agent of the Client, nor enter into any agreement on behalf of the Client or otherwise bind, nor purport to bind the
    Client or cause the Client to incur liability in any manner whatsoever. All final decisions with respect to Services provided
    by ACI hereunder shall be entirely the Client’s to make, and ACI shall have no liability relating to or arising from
    the Client’s decisions. It is understood that ACI’s responsibility to the Client is solely contractual in nature
    and that ACI does not act in a fiduciary capacity in relation to the Client as a result of this Agreement.
	 	 	 
	 	 	With
    the prior written consent of ACI, not to be unreasonably withheld, nothing in this Agreement shall prohibit the Client, or
    any entity chosen by the Client, from performing some or all of the functions of ACI herein. It is recognized that ACI will
    expend significant time and commit considerable resources to the Client. The Services are not exclusive to the Client however,
    and ACI may render similar services to other parties both during and after the Term.



 






    	 	 	 



    	 	-3-	 



    

 


	 	4.	Third
    Party Expenses. Prior written approval of the Client is required for ACI to incur expenses that may not be covered under
    Schedule A. The Client is responsible for paying specific disbursements charged by third parties to ACI relating to
    this Agreement, including graphic design, creative, legal and other advisory fees. The Client further agrees to reimburse
    ACI for any out-of-pocket expenses incurred by ACI in connection with this Agreement and carrying out the Services within
    thirty (30) days of presentation of reasonably itemized invoices to the Client as set forth in clause 5 below.
	 	 	 
	 	5.	Billing.
    Accounts, including out-of-pocket expenses, will be rendered by ACI on a monthly basis. Accounts are due when rendered
    and payable within thirty (30) days from the date of the account.
	 	 	 
	 	6.	Information
    Provided to ACI. The Client agrees ACI is entitled to rely (without independent verification)
    upon any information provided by the Client in relation
    to this Agreement, including, without limitation, information with respect to the assets, liabilities, earnings, earning potential,
    financial condition, historical performance, future prospects and financial projections, and any assumptions used in the development
    of such projections furnished by the Client or any individual on behalf of the Client, and ACI is entitled to assume that
    all such information is true, correct and complete in all material respects and does not contain any untrue statements of
    material fact or omit to state a material fact necessary to ensure the information supplied is not misleading. ACI is not
    liable or responsible for any loss or damage suffered by the Client or others if any misstatement, error or omission in any
    material, information, document or representation supplied or approved by the Client. If at any time during the effectiveness
    of this Agreement, the Client or any of the Client’s agents or advisors becomes aware of any material change in any
    of the information previously furnished to ACI, the Client will promptly advise ACI of the change.
	 	 	 
	 	7.	Confidentiality.


 


	 	a)	For
    the purpose of this section, the term “Confidential Information” includes, but is not limited to, all business
    and financial information, marketing and strategic plans, equipment details, software programs, manuals, maps, customer and
    client lists, employee information, supplier information, analyses, reports, technologies, processes and operations, compilations,
    forecasts, studies. lists, summaries, notes, designs, formulae, innovations, techniques, data, patents and trade secrets of
    the Client, as well as the present and contemplated products, techniques and other services evolved or to be used by the Client.
    Confidential Information does not include such portions of the Confidential Information which: (i) are, or prior to the time
    of disclosure or utilization become, generally available to the public; (ii) are received by ACI from an independent third
    party who had obtained the Confidential Information lawfully and was, to the best of ACI’s knowledge, under no obligation
    of secrecy or duty of confidentiality owed to the Client; (iii) ACI can show was in ACI’s lawful possession before ACI
    received such Confidential Information from the Client, or (iv) ACI can show that such Confidential Information was independently
    developed by ACI having no access to the Confidential Information at the time of its independent development.
	 	 	 
	 	b)	In
    the course of performing the Services, ACI acknowledges and understands that it will have access to and will be entrusted
    with Confidential Information which is not public, but is proprietary and confidential to the Client. ACI shall keep the Confidential
    Information strictly confidential and shall take all necessary precautions against unauthorized disclosure of the Confidential
    Information during the Term of this Agreement and thereafter. ACI shall not use or reproduce any Confidential Information,
    in any manner, except as reasonably required to perform the Services and/or fulfill the purposes of this Agreement. ACI shall
    ensure that any copies of Confidential Information it takes or makes are clearly marked, or otherwise identified as confidential
    and proprietary to the Client, and that all Confidential Information and copies thereof are stored in a secure location while
    in ACI’s possession, control, charge or custody.
	 	 	 
	 	c)	ACI
    hereby agrees and acknowledges that the disclosure of any of the Confidential Information to competitors of the Client or
    to the general public would be highly detrimental to the best interests of the Client. Accordingly, ACI covenants and agrees
    with the Client that, save with the written consent of the Client, it will not, either during the Term of this Agreement,
    or at any time thereafter, directly or indirectly, disclose, allow access to, transmit or transfer any of such Confidential
    Information to any person other than its directors, officers, employees, consultants, agents and advisers or to similar representatives
    of the Client, nor shall it use the same for any purpose other than the purposes of performing the Services to be performed
    by ACI under this Agreement.
	 	 	 
	 	d)	ACI
    acknowledges that it shall not acquire any right, title or interest in or to any Confidential Information by virtue of it
    having access to same during the Term of this Agreement.



 






    	 	 	 



    	 	-4-	 



    

 


	 	e)	In
    the event ACI is requested or required pursuant to any Court order, or other legal or regulatory demand, to disclose any Confidential
    Information to a third party, ACI agrees that it will provide the Client with prompt notice of such request or requirement
    so that the Client, at its option, may seek an appropriate protective order or other remedy to ensure that Confidential Information
    will be accorded confidential treatment.
	 	 	 
	 	f)	Upon
    termination or expiry of this Agreement, for whatever reason, ACI agrees to:


 


	 	(i)	deliver
    to the Client, or destroy, all Confidential Information and copies thereof which are in its power or possession which relate
    in any way to the business of the Client, or its customers; and
	 	 	 
	 	(ii)	remove
    any Confidential Information from ACI’s computers, or computer databases that may have been created in the course of
    performing ACI’s Services under this Agreement (other than information stored on back-up servers pursuant to retention
    of files laws and policies) and certify the return or destruction of all documents containing Confidential Information.


 


	 	8.	Ownership
    of Work Product. Any and all Work Product conceived, developed, reduced to practice or a definite and practical shape,
    invented, authored, wrote, created, produced or otherwise generated on behalf of ACI or by any employee, agent, contractor,
    representative or other individual acting on behalf of ACI (“ACI Personnel”) in connection with the performance
    of the Services will be the exclusive property of the Client. ACI shall assign and waive, and shall cause to be assigned or
    waived at ACI’s expense, any right, title and interest in and to the Work Product to or in favour of the Client. In
    this Agreement, “Work Product” includes, without limitation, any and all of the following: (a) any invention,
    process, formula, algorithm, specification, technique, concept, idea, method, diagnostic, compound, development, composition,
    apparatus, machine, test, design, trade secret, know how or any improvement, modification, thereto or any issued patent, industrial
    design or application therefor applied for, issued or granted in any jurisdiction anywhere in the world, including but not
    limited to reissues, divisions, continuations, continuations-in-part, re-examinations, renewals and substitutes thereof, foreign
    counterparts of the foregoing, including, without limitation, the right to apply for Letters Patent in the United States,
    Canada and all other countries throughout the world and all rights to claim priority based on said applications under the
    terms of any international convention, and all rights in the United States, Canada and all other countries throughout the
    world to sue and recover for past or future infringement of such rights; (b) trade names, trademarks, trade secrets, service
    names, service marks, business names, product names, brands, logos and other distinctive identifications used in commerce,
    whether in connection with products or services, and the goodwill associated with any of the foregoing; (c) original works
    of authorship, derivative works and other copyrightable works of any nature, and fixations of any of the foregoing; (d) computer
    software or code of any type (whether source code or object code) in any programming or markup language, underlying any type
    of computer programming (whether application software, middleware, firm ware or system software) including, but not limited
    to, applets, assemblers, compilers, design tools, and user interfaces, databases and fixations thereof;(e) uniform resource
    locators, website addresses, domain names, website content and all fixations thereof; and (f) any other intellectual and industrial
    property in and to the foregoing, which is recognized under the law of any jurisdiction anywhere in the world, whether under
    common law, by statute or otherwise. Notwithstanding the foregoing, certain of the deliverables may incorporate ACI’s
    processes, procedures, forms and other information, which shall be the property of ACI (“ACI Property”),
    and ACI grants the Client a non-exclusive, irrevocable, royalty-free, fully paid-up license, with the right to use the same.
	 	 	 
	 	9.	Moral
    Rights. ACI acknowledges and agrees that the Client may use, alter, vary, adapt and exploit any Work Product as the Client
    sees fit, in its sole and unfettered discretion. Except with respect to the ACI Property, at its own expense, ACI shall cause
    to be assigned, waived or released any and all rights including, but not limited to, all moral rights (as defined under the
    Copyright Act (Canada)), in or otherwise relating to any Work Product in favour of the Client, its successor and assigns.
	 	 	 
	 	10.	Further
    Assurances. At the requested of the Client, ACI will promptly do all acts and execute and deliver to the Client all instruments
    that may be required to effect, register, record, or otherwise perfect the interest of the Client in or relating to Work Product,
    and ACI will cause the ACI Personnel to do the same.
	 	 	 
	 	11.	Conflicts.
    ACI assists other companies and individuals, some of whom may, on occasion, be competitors or adverse in interest to the
    Client. ACI will not disclose to others any sensitive, proprietary or otherwise Confidential Information of a non-public nature
    concerning or affecting the Client’s affairs, unless such disclosure is authorized by the Client or required to defend
    ACI against any claim, action, suit, or proceeding, or to the extent such disclosure is required by any applicable law or
    regulation.



 






    	 	 	 



    	 	-5-	 



    

 


	 	12.	Announcements.
    Provided the Client has provided its prior written consent, not to be unreasonably withheld, ACI may, subject to compliance
    with paragraph 7 hereof, disclose the existence of this Agreement to certain persons and entities selected by ACI and in certain
    electronic and print publications, including ACI’s website. In accordance with all applicable laws, including the Client’s
    disclosure obligations under applicable securities laws, the Client is expressly permitted to make any required disclosures
    of this Agreement, including the material terms hereof.
	 	 	 
	 	13.	Legal
    and Tax Advice. ACI will not provide or be responsible for obtaining legal or tax advice with respect to the Client, nor
    any other legal and regulatory requirements and issues which may arise pursuant to this Agreement. The Client is responsible
    for ensuring compliance with all of the Client’s legal and regulatory requirements in connection with all aspects of
    this Agreement.
	 	 	 
	 	14.	Best
    Efforts/Timely Performance. ACI will use all reasonable efforts to perform the Services described in Schedule “A”
    to this Agreement within the time-frame agreed upon by the Parties. Neither the execution and/or delivery of this Agreement,
    nor the provision of Services hereunder constitutes a guarantee or commitment, express or implied, on the part of ACI, as
    to the timeliness of ACI’s performance of the Services. Further, ACI shall not be liable for failures or delays in performance
    that arise from causes beyond ACI’s control.
	 	 	 
	 	15.	Indemnification.


 


	 	a)	The
    Client shall indemnify ACI, its shareholders, directors, officers, employees, contractors, agents and other representatives
    (in each case, an “ACI Indemnitee”) from and against all losses, damages, costs and expenses, and hold
    such ACI Indemnitee harmless from and against any and all claims, liabilities, demands, actions, causes of action, lawsuits
    and proceedings which may be made or brought against or suffered by an ACI Indemnitee, or which it may suffer or incur as
    a result of, in respect of or arising out of, the performance of the Services. Notwithstanding the foregoing, no ACI Indemnitee
    shall be entitled to any indemnification by the Client for or in respect of any act, matter or omission caused by : (i) fraud,
    wilful misconduct, bad faith or gross negligence; (ii) violation of applicable laws; or (iii) a breach of this Agreement.
	 	 	 
	 	b)	ACI
    shall indemnify and hold harmless the Client, its shareholders, directors, officers, employees, contractors, agents and other
    representatives (in each case, a “Client Indemnitee”) from and against all losses, damages, costs and expenses,
    and hold such Client Indemnitee harmless from and against any and all claims, liabilities, demands, actions, causes of action,
    lawsuits and proceedings which may be made or brought against or suffered by a Client Indemnitee, which it may suffer or incur
    as a result of, in respect of or arising out of any act, matter or omission caused by ACI or any representative thereof: i)
    fraud, wilful misconduct, bad faith or gross negligence; (ii) violation of applicable laws; or (iii) a breach of this Agreement.


 


	 	16.	Non-Solicitation.
    During the Term and for a period of one (1) year thereafter, the Client will not directly or indirectly recruit, solicit
    or hire any employee or contractor of ACI, or induce or attempt to induce any employee or contractor of ACI to terminate his/her/its
    employment or contractual relationship with, or otherwise cease his/her/its relationship with ACI. During the Term and for
    a period of one (1) year thereafter, ACI will not directly or indirectly recruit, solicit or hire any employee of the Client,
    or induce or attempt to induce any employee of the Client to terminate his/her employment with, or otherwise cease his/her
    relationship with the Client.
	 	 	 
	 	17.	Successors
    and Assigns. This Agreement and all obligations and benefits of the Client and ACI shall bind the Client and ACI and any
    of the respective successors and assigns of either.
	 	 	 
	 	18.	Termination
    on Notice.


 


	 	a)	Either
    ACI or the Client may terminate this Agreement at any time upon the provision of thirty (30) days written notice to the other
    party.
	 	 	 
	 	b)	If
    ACI provides such notice, the Client shall, in its sole discretion, have the right to immediately terminate the Agreement
    and ACI will be entitled to no further compensation except for any Fees earned and out-of-pocket expenses incurred prior to
    the effective date of the termination of this Agreement.
	 	 	 
	 	c)	If
    the Client provides such notice, ACI shall, in its sole discretion, have the right to immediately terminate the Agreement
    and ACI will be entitled to no further compensation except the following lump sum payments:


 






    	 	 	 



    	 	-6-	 



    

 


	 	i)	any
    Fees earned to the effective date of termination;
	 	 	 
	 	ii)	out
    of pocket expenses incurred prior to the effective date of termination which are otherwise reimbursable by the Client pursuant
    to the terms of this Agreement;
	 	 	 
	 	iii)	a
    lump sum payment of $105,000; and
	 	 	 
	 	iv)	20%
    of aggregate number of coins or tokens raised in any ICO.


 


	 	19.	Arbitration
    of Disputes. The Client and ACI agree that all claims or controversies, whether such claims or controversies arose prior
    to, on, or subsequent to the date hereof, between the Client and ACI or any of the present of former members, managers, officers,
    employees, agents and representatives of any Party concerning or arising from, without limitation, the construction, performance
    or breach of this Agreement, or any duty arising therefrom, shall be determined by arbitration. Any arbitration under this
    Agreement shall be conducted pursuant to the laws of State of California before a single arbitrator, and shall be binding
    upon the Client and ACI. The costs of the arbitrator shall be borne equally by the Client and ACI, and each of the Client
    and ACI shall bear their respective legal and other fees, unless the arbitrator decides to allocate a greater burden of said
    costs and fees to the unsuccessful Party.
	 	 	 
	 	20.	Notices.
    Any and all notices, demands, or other communications required or desired to be given hereunder by any Party shall be
    in:


 


	 	a)	writing
    and shall be validly given or made to another party if personally served, or if deposited in the mail, certified or registered,
    postage prepaid, return receipt requested, but not required; or
	 	 	 
	 	b)	via
    electronic mail.


 


If
such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If
such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit
thereof in the mail addressed to the party to whom such notice, demand or other communication is to be given as follows:


 


If
to ACI:


 


AppCoin
Innovations Inc.


561
Indiana Court

Venice, CA


90291


 


Attention
Michael Blum


e-mail:
Michael.blumf@appcoininnovations.com


 


If
to the Client:


 


WENN
Digital Inc.


c/o
561 Indiana Court

Venice, CA


90291


 


Attention:
Jamie Clarke


e-mail:
jamie@businessinstincts.com


 


Any
party hereto may change its office or email addresses for purposes of this paragraph by written notice given in the manner provided
above.


 


	 	21.	Waiver.
    Failure of either party hereto to insist upon strict compliance with any of the terms, covenants and conditions hereof
    shall not be deemed a waiver or relinquishment of any similar right or power hereunder at any subsequent time or of any other
    provision hereof.
	 	 	 
	 	22.	Modification
    or Amendment. No amendment, change or modification of this Agreement shall be valid unless in writing signed by the Parties.



 






    	 	 	 



    	 	-7-	 



    

 


	 	23.	Survival.
    Any provision of this Agreement which expressly states that it is to continue in effect after termination or expiration
    of this Agreement, or which by its nature would survive the termination or expiration of this Agreement, shall do so.
	 	 	 
	 	24.	Severability.
    If any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable
    in any respect, any such provision shall be severable from this Agreement, in which event this Agreement shall be construed
    as if such provision had never been contained herein and the remainder of this Agreement shall nevertheless remain in full
    force and effect.
	 	 	 
	 	25.	Entire
    Understanding. This Agreement, and Schedule “A” hereto (which is incorporated into this Agreement), constitute
    the entire understanding and agreement of the Parties, and any and all prior agreements, understandings, and representations
    are hereby terminated and cancelled in their entirety and are of no further force and effect.
	 	 	 
	 	26.	Jurisdiction.
    The laws of the State of California shall govern the validity of this Agreement, the construction of its terms and the
    interpretation of the rights and duties of the Parties. The Parties irrevocably submit to the jurisdiction of Alberta for
    the purpose of any legal suit, action or other proceeding arising out of the Agreement.
	 	 	 
	 	27.	Counterparts.
    Each Party hereto may sign this Agreement in counterparts and deliver such counterparts by facsimile or other electronic
    delivery, which parts will be read together and construed as if all signing Parties had signed one copy of this Agreement.


 


[Signature
Page Follows]


 




    	 	 	 



    	 	-8-	 



    

 


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


 


	AppCoin
    Innovations Inc.	 
	 	 
	Per:	/s/
    Michael Blum	 
	 	Name
    Michael Blum 	 
	 	Title:
    Chief Financial Officer	 
	 	 	 
	Date:	December
    29, 2017	 


 


WENN
Digital Inc.


 


	Per:	/s/
    Jamie Clarke	 
	 	Name:
    Jamie Clarke	 
	 	Title:
    President	 
	 	 	 
	Date:	December
    20, 2017	 


 




    	 



    	 



    

 


SCHEDULE
A


 


BUSINESS
SERVICES, MONTHLY RATE, SCOPE OF WORK, and TERM


 


All
capitalized terms not otherwise defined in this Schedule A shall have the meaning ascribed to them in this Business Services Agreement
to which the Schedule A is attached.


 


ACI
will provide the following services to the Client.


 


All
figures in United States Dollars, applicable taxes are in addition.


 


	Scope
    of Work Activities	 	Advance
    Rate	 	Monthly
    Rate
	 	ACI
    has been engaged to create and deliver and manage on an ongoing basis, up until time of the completion of the ICO by the Client.
    Services below are an outline but not necessarily an exhaustive list of services that may or may not be employed in order
    to launch the ICO.	 	These
    fees are payable out of ICO sale proceeds.	 	 
	 	 	 	 	 	 
	 	●	Business
    Modelling and Scoping and Development.	 	 	 	-
	 	 	 	 	 	 	 
	 	●	Advisory
    services surrounding token models, and token incentivization.	 	$250,000
    - Waived.	 	 
	 	 	 	 	 	 	 
	Pre
    - AppCoin ICO Services	●	Advisory
    services surrounding cryptoeconomics creating networks, and utility of tokens.	 	 	 	 
	 	 	 	 	 	 	 
	 	●	Assistance
    & sourcing of technical guidance surrounding creation of working model from conceptual framework.	 	 	 	 
	 	 	 	 	 	 	 
	 	●	Assistance
    & sourcing of guidance surrounding creation of company application for token usage, storage and transferring.	 	 	 	 


 


	 	ACI
    has been engaged to create and deliver and manage on an ongoing basis:	 	$500,000	 	-
	 	 	 	 	 	 
	 	●	P.R.
    & marketing plans and strategies maximizing physical and digital outreach, including Slack, Reddit, Facebook, Twitter
    etc.) (Services will not include the assistance regarding the offer or sale of any tokens or coins);	 	 	 	 
	 	 	 	 	 	 	 
	 	●	Presentation
    materials;	 	 	 	 
	 	 	 	 	 	 	 
	 	●	Initial
    Community Development & Management Strategy;	 	 	 	 
	 	 	 	 	 	 	 
	AppCoin
    ICO Services	●	Establish
    digital/social media presence;	 	 	 	 
	 	 	 	 	 	 	 
	 	●	Localized
    management (includes 3 languages);	 	 	 	 
	 	 	 	 	 	 	 
	 	●	Whitepaper
    preparation and continued iterative reviews;	 	 	 	 
	 	 	 	 	 	 	 
	 	●	Prospectus
    preparation;	 	 	 	 
	 	 	 	 	 	 	 
	 	●	White
    labelled investor web wallet;	 	 	 	 
	 	 	 	 	 	 	 
	 	●	AppCoin
    website inforgraphics and design;	 	 	 	 
	 	 	 	 	 	 	 
	 	●	AppCoin
    smart contract creation, sourcing, conceptualization and high level specifications;	 	 	 	 
	 	 	 	 	 	 	 
	 	●	AppCoin
    Project Manager (for 3 months);	 	 	 	 


 




    	 



    	 



    

 


	Scope
    of Work Activities	 	Advance
    Rate	 	Monthly
    Rate
	 	●	Token
    exchange listing assistance (per successful listing);	 	 	 	 
	 	 	 	 	 	 	 
	 	●	Provide
    sourcing, guidance and assistance where required to engineering team surrounding the development of token wallet;	 	 	 	 
	 	 	 	 	 	 	 
	 	●	Due
    diligence report;	 	 	 	 
	 	 	 	 	 	 	 
	 	●	Specifications
    of Token Events, Token Events website, and database backend built to collect user information; and	 	 	 	 
	 	 	 	 	 	 	 
	 	●	Legal
    services and sourcing (within scope).	 	 	 	 


 


	Post-AppCoin
    ICO Support	●	Marketing
    & public relations to support Client (not related to offering or sale of any tokens or coins);	 	 	 	$35,000
	 	 	 	 	 	 	 
	(the
    “Monthly Services”)	●	Community
    development and management; and	 	 	 	 
	 	 	 	 	 	 	 
	 	●	general
    support.	 	 	 	 


 


	AppCoin
    Work Fees	●	Work
    Fees	 	6%
    of total amount raised in ICO	 	-


 


	As
    a Founding Member - AppCoin share of ICO Coins or Tokens		Which
    shall be deemed earned on the date of execution of this Agreement.	 	20%
    of aggregate number of coins or tokens raised in ICO	 	-


 


Term:


 


This
Agreement will continue until completion of the ICO unless earlier terminated by either ACT or the Client.


 


With
respect to the Monthly Services, ACI will provide the Monthly Services for one (1) year commencing on the date on which the ICO
has closed, after which this Agreement and the provision of the Monthly Services will automatically renew for one (1) year periods
and can be terminated by either ACI or the Client with 30 days written notice.


 


Payment
Schedule:


 


The
total fees for the services provided in connection with the launch and completion of the ICO will be the lesser of (1) total amount
raised on the ICO, or (2) $500,000 plus work fees which are calculated at 6% of the total amount raised on the ICO. These fees
are payable on completion of the ICO and on receipt of the proceeds of the ICO by the Client. All fees will be paid within ten
(10) days of ACI providing an invoice to the Client.


 


Immediately
upon completion of the ICO, the Client will issue to ACI such number of coins or tokens, as applicable, as is equal to 20% of
the aggregate number of coins or tokens issued in the ICO.


 


The
fees for the Monthly Services of $35,000 per month (the “Monthly Fee”) will be due at the beginning of each month
commencing on the date on which the ICO has closed. ACI and the Client, both parties acting reasonably, shall renegotiate the
amount of the Monthly Fees if ACI determines that the cost of the Monthly Services is exceeding the current amount of the Monthly
Fee.


 


All
pre-approved expenses incurred will be billed directly to ACI and allocated to the Client appropriately.


 




    	 



    	 



    

 


Broker-Dealer


 


The
Client acknowledges and agrees that ACI is not engaged in the business of effecting transactions in securities for the account
of others, and is not a broker-dealer registered with the Securities and Exchange Commission (the “SEC”), any Canadian
securities commissions or any other Canadian or US federal, state or provincial agency. The Client further acknowledges that ACI
shall not perform any services that require ACI to register as a broker-dealer with the SEC, any Canadian securities commissions,
securities regulatory authorities of any other country, or any other Canadian or US federal, state or provincial agency.


 


	AppCoin
    Innovations Inc.	 
	 	 	 
	Per:	/s/
    Michael Blum	 
	 	Name:
    Michael Blum 	 
	 	Title:
    Chief Financial Officer	 
	 	 	 
	Date:	December
    29, 2017	 


 


WENN
Digital Inc.


 


	Per:	/s/
    Jamie Clarke	 
	 	Name:
    Jamie Clarke	 
	 	Title:
    President	 
	 	 	 
	Date:	December
    29, 2017