LOAN
AGREEMENT


 


Loan
Agreement (the “Agreement”) dated November 20, 2017 (the “Effective Date”) among WENN Digital
Inc. (the “Corporation”) and AppCoin Innovations Inc. (the “Lender”).


 


Article
1

INTERPRETATION


 


Section
1.1 Headings, etc.


 


The
division of this Agreement into Articles and Sections and the insertion of headings are for convenient reference only and do not
affect its interpretation.


 


Section
1.2 Currency.


 


All
references in this Agreement to dollars or to “$” are expressed in United States currency unless otherwise specifically
indicated.


 


Section
1.3 Certain Phrases.


 


In
this Agreement, the words “including”, “includes” and “include” mean
“including (or includes or include) without limitation”. The expressions “Article”, “Section”
and other subdivision followed by a number mean and refer to the specified Article, Section or other subdivision of the Agreement.
In the computation of periods of time from a specified date to a later specified date, unless otherwise expressly stated, the
word “from” means “from and including” and the words “to” and “until” each mean
“to but excluding”.


 


Article
2

PRINCIPAL SUM


 


Section
2.1 Principal Sum.


 


Subject
to the terms and conditions of this Agreement, the Lender agrees to make available to the Corporation a loan (the “Loan”)
in the aggregate principal amount of $100,000 (the “Principal Amount”). The Principal Amount shall be loaned
to Ryde GmbH by the Corporation.


 


Section
2.2 Maturity Date


 


The
Principal Amount, any accrued and unpaid interest thereon, and any other amounts owing under the Loan, shall mature on one (1)
year from the Effective Date (or such later date as may be agreed to, in writing, by the Lender, in its sole discretion) or such
earlier date as the Principal Amount may become due and payable in accordance with the terms and conditions thereon.


 


Section
2.3 Interest.


 


The
Principal Amount outstanding from time to time shall bear interest both before and after maturity, default and judgement from
including the date of advance of the Principal Amount to the date of repayment in full at the rate of 7.0% per annum, compounded
annually, on the basis of a year of 365 days, with interest payable on the Maturity Date. Interest on overdue interest shall be
calculated at the same rate payable on demand.


 




    	 



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Section
2.4 Prepayments.


 


The
Principal Amount may be prepaid by the Corporation to the Lender in whole or in part on not less than 10 days prior written notice
by the Corporation to the Lender. At the expiry of such notice period, the Corporation shall pay to the Lender the prepayment
amount, interest on such portion of the Principal Amount as is being prepaid, accruing to the date of prepayment, and all fees,
costs, charges and expenses then due and owing, without bonus or penalty.


 


Section
2.5 Bonus.


 


As
partial consideration for the Lender agreeing to provide the Loan to the Corporation, the Corporation shall issue to the Lender
such number of shares such that the Lender will own 7.5% of the issued and outstanding common stock (the “Common Stock”)
of the Corporation after the issuance of Common Stock to each of WENN, Business Instincts Group Inc., Ryde and the other founding
shareholders of the Corporation.


 


Article
3

COVENANTS


 


Section
3.1 Affirmative Covenants.


 


So
long as any Principal Amount remains outstanding, the Corporation shall:


 


	 	(a)
    	preserve
    and maintain its corporate existence and all its rights, licences, powers, privileges, franchises and goodwill;
	 	 	 
	 	(b)
    	carry
    on and conduct its business in a proper and efficient manner;
	 	 	 
	 	(c)
    	comply
    in all material respects with the requirements of all applicable laws;
	 	 	 
	 	(d)	 advise
    the Lender immediately upon becoming aware of any Event of Default (as hereinafter defined); and
	 	 	 
	 	(e)
    	promptly
    cure or cause to be cured any defects in the execution and delivery of this Agreement or any defects in the validity or enforceability
    of this Agreement.


 


Article
4

TERMINATION AND EVENTS OF DEFAULT


 


Section
4.1 Termination


 


This
Agreement may, by notice in writing, be terminated:


 




    	 



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	 	(a)
    	by
    mutual consent of the parties; 
	 	 	 
	 	(b)
    	by
    the Lender, upon the occurrence of an Event of Default (subject to the provisions of Section 4.3); or
	 	 	 
	 	(c)
    	by
    either party if there has been a material breach of any provision of this Agreement by the other party and such breach has
    not been waived by the non-breaching party.


 


Section
4.2 Events of Default.


 


The
occurrence of any of the following events shall constitute an “Event of Default” under this Agreement:


 


	 	(a)	if
    the Corporation fails to pay any of the Principal Amount or other amounts payable under this Agreement or otherwise payable
    by the Corporation, its successors or assigns, to the Lender, its successors or assigns when such amounts become due and payable
    and such failure remains unremedied for five (5) days;
	 	 	 
	 	(b)
    	the
    Corporation fails to perform, observe or comply with any of the covenants contained in this Agreement and, if the circumstances
    giving rise to such failure are capable of modification or rectification (such that, thereafter the covenant would be observed
    or performed), the failure remains uncorrected for a period of 10 days following the earlier of (x) the date on which the
    Lender provides notice to the Corporation of such failure; and (y) the date on which the Corporation becomes aware of any
    such failure;
	 	 	 
	 	(c)
    	if
    the Corporation fails to perform, observe or comply with any other term, covenant or agreement contained in this Agreement
    and, if the circumstances giving rise to such failure are capable of modification or rectification (such that, thereafter
    the covenant would be observed or performed), the failure remains uncorrected for a period of 10 days following the earlier
    of (x) the date on which the Lender provides notice to the Corporation of such failure; and (y) the date on which the Corporation
    becomes aware of any such failure; or
	 	 	 
	 	(d)
    	if
    the Corporation (i) admits in writing its inability to pay its debts generally or makes a general assignment for the benefit
    of creditors, (ii) institutes or has instituted against it any proceeding seeking (x) to adjudicate it a bankrupt or insolvent,
    (y) liquidation, winding-up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts
    under any law relating to bankruptcy, insolvency, reorganization or relief of debtors including any plan of compromise or
    arrangement or other corporate proceeding involving or affecting its creditors, or (z) the entry of an order for relief or
    the appointment of a receiver, trustee or other similar official for it or for any substantial part of its properties and
    assets, and in the case of any such proceeding instituted against it (but not instituted by it), either the proceeding remains
    undismissed or unstayed for a period of 30 days, or any of the actions sought in such proceeding (including the entry of an
    order for relief against it or the appointment of a receiver, trustee, custodian or other similar official for it or for any
    substantial part of its properties and assets) occurs, or (iii) takes any corporate action to authorize any of the above actions.


 




    	 



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Section
4.3 Consequences of an Event of Default.


 


Upon
the occurrence or existence of any Event of Default and following the expiry of any applicable grace periods and at any time thereafter
during the continuance of such Event of Default, the Lender may, by written notice to the Corporation, declare all outstanding
amounts payable by the Corporation hereunder (which amount shall be determined as if the Principal Amount and any interest payable
thereon was being repaid on the date of such notice) to be immediately due and payable without presentment, demand, protest or
any other notice of any kind, all of which are hereby expressly waived, anything contained herein to the contrary notwithstanding.
Upon the occurrence or existence of any Event of Default described in Section 4.2(d) hereof, immediately and without notice, all
outstanding amounts payable by the Corporation hereunder shall automatically become immediately due and payable, without presentment,
demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein to the contrary
notwithstanding. In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default, the Lender may
exercise any other right, power or remedy permitted to it by law, either by suit in equity or by action at law, or both, and may
recover all attorneys’ fees and expenses incurred by Lender in collecting or attempting to collect the indebtedness under
this Agreement, whether or not any action or proceeding is commenced, and expenses incurred by Lender in connection with any insolvency,
bankruptcy, reorganization, or other similar proceedings involving the Company.


 


Article
5

MISCELLANEOUS


 


Section
5.1 Indemnification.


 


The
Corporation agrees to indemnify the Lender from and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (except by reason of the negligence
or wilful misconduct of the Lender) which may be imposed on, incurred by, or asserted against the Lender and arising by reason
of any action (including any action referred to herein) or inaction or omission to do any act legally required of the Corporation.


 


Section
5.2 Notice.


 


Any
notice, direction or other communication (each a “Notice”) given regarding the matters contemplated by this
Agreement must be in writing, sent by personal delivery, courier or electronic mail and addressed:


 




    	 



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To
the Lender at:


 


AppCoin
Innovations Inc.

561 Indiana Court

Venice, CA 90291


Attention:
      Michael Blum


Telephone:





Email:
           michael.blum@appcoininnovations.com


 





With
a copy, which shall not constitute notice, to:


 


Clark
Wilson LLP

Barristers and Solicitors


900-885
West Georgia Street

Vancouver, BC V6C 3H1


Attention:
      Virgil Z. Hlus


Telephone:
    (604) 891-7707


Email:
           vhlus@cwilson.com


 





To
the Corporation at:


 


WENN
Digital Inc.

c/o 561 Indiana Court

Venice, CA 90291


Attention:
      Jamie Clarke


Telephone:
    (403) 389-7748


Email:


 


A
Notice is deemed to be delivered and received (i) if sent by personal delivery, on the date of delivery if it is a business day
and the delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next business day; (ii) if
sent by same-day service courier, on the date of delivery if sent on a business day and delivery was made prior to 4:00 p.m. (local
time in place of receipt) and otherwise on the next business day; (iii) if sent by overnight courier, on the next business day;
or (iv) if sent by electronic mail, on the date of delivery or transmission if sent on a business day. A party may change its
address for service from time to time by providing a Notice in accordance with the foregoing. Any subsequent Notice must be sent
to the party at its changed address. Any element of a party’s address that is not specifically changed in a Notice will
be assumed not to be changed.


 


Section
5.3 Time of the Essence.


 


Time
shall be of the essence of this Agreement.


 


Section
5.4 Announcements.


 


The
parties shall consult with each other before issuing any press release, news release or otherwise making any filings or public
statements with respect to this Agreement and the transactions contemplated herein and shall not issue such press release without
the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed, in each case, subject
to applicable Laws and the exercise of such fiduciary duties, as may be appropriate.


 




    	 



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Section
5.5 No Agency or Partnership.


 


Nothing
contained in this Agreement makes or constitutes any party, or any of its directors, officers or employees, the representative,
agent, principal, partner, joint venture, employer, employee of any other party. It is understood that no party has the capacity
to make commitments of any kind or incur obligations or liabilities binding upon any other party.


 


Section
5.6 Expenses.


 


Except
as otherwise expressly provided in this Agreement, each party will pay for its own costs and expenses incurred in connection with
this Agreement and the transactions contemplated by it. The fees and expenses referred to in this Section are those which are
incurred in connection with the negotiation, preparation, execution and performance of this Agreement, and the transactions contemplated
by this Agreement, including the fees and expenses of legal counsel, investment advisers and accountants.


 


Section
5.7 Amendments.


 


This
Agreement may only be amended, supplemented or otherwise modified by written agreement signed by all of the parties.


 


Section
5.8 Waiver.


 


	(1)
    	No
    waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar).
    No waiver will be binding unless executed in writing by the party to be bound by the waiver. A party’s failure or delay
    in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any
    right will not preclude a party from any other or further exercise of that right or the exercise of any other right.
	 	 
	(2)
    	If
    a party waives compliance with any of the conditions, obligations or covenants contained in this Agreement, the waiver will
    be without prejudice to any of its rights of termination in the event of non-fulfilment, non-observance or non-performance
    of any other condition, obligation or covenant in whole or in part. 


 


Section
5.9 Entire Agreement.


 


This
Agreement constitutes the entire agreement between the parties with respect to the transactions contemplated by this Agreement
and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. There
are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise,
between the parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement.
The parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing
the transactions contemplated by this Agreement, except as set out herein.


 




    	 



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Section
5.10 Successors and Assigns.


 


	(1)	This
    Agreement becomes effective only when executed by all of the parties. After that time, it is binding on and enures to the
    benefit of the parties and their respective heirs, administrators, executors, legal personal representatives, successors and
    permitted assigns.
	 	 
	(2)
    	Except
    as otherwise provided in this Agreement, neither this Agreement nor any of the rights or obligations under this Agreement
    are assignable or transferable by the Corporation without the prior written consent of the Lender, nor by the Lender without
    the prior written consent of the Corporation, provided that the Lender may, without such consent, assign all or part of its
    rights and obligations under this Agreement, without reducing its own obligations hereunder, to any of its Affiliates.


 


Section
5.11 Further Assurances.


 


The
parties agree to execute and deliver such further and other papers, cause such meetings to be held and resolutions passed enacted,
exercise their vote and influence, and do and perform and cause to be done and performed, such further and other acts and things
that may be necessary or desirable in order to give full effect to this Agreement and every part thereof.


 


Section
5.12 Severability.


 


If
any provision of this Agreement is determined to be illegal, invalid or unenforceable, by an arbitrator or any court of competent
jurisdiction from which no appeal exists or is taken, that provision will be severed from this Agreement and the remaining provisions
will remain in full force and effect.


 


Section
5.13 Governing Law.


 


This
Agreement shall be governed by and interpreted and enforced in accordance with the laws of the State of Nevada.


 


Section
5.14 Counterparts.


 


This
Agreement may be executed in any number of counterparts (including counterparts by facsimile or other electronic transmission)
and all such counterparts taken together will be deemed to constitute one and the same instrument. The party sending the facsimile
or other electronic transmission will also deliver the original signed counterpart to the other party, however, failure to deliver
the original signed counterpart shall not invalidate this Agreement.


 


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remainder of this page has been intentionally left blank.


 




    	 



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IN
WITNESS WHEREOF the parties have executed this Loan Facility Agreement.


 


	 	APPCOIN
    INNOVATIONS INC.
	 	 	 
	 	By:	/s/
    Michael Blum
	 	Print
    Name:	Michael
    Blum
	 	Print
    Title:	CFO
	 	 	 
	 	WENN
    DIGITAL INC.
	 	 	 
	 	By:	/s/
    Jamie Clarke
	 	Print
    Name:	Jamie
    Clarke
	 	Print
    Title:	President