Ezhibit 10.1


 





LINE OF CREDIT AND RESTRUCTURING
AGREEMENT


THIS LINE OF CREDIT
AND RESTRUCTURING AGREEMENT (the “Agreement”), dated as of February 23, 2012 (the “Effective Date”),
is entered into between THWAPR, INC., a Nevada corporation (the “Company”), and RON SINGH, an
individual (“R. Singh”).


1.  Definitions.  In
addition to the other terms defined in this Agreement, as used in this Agreement, the following terms shall be defined as follows:


(a)  “Affiliate”
shall have the same meaning as is defined in Rule 405 promulgated under the Securities Act of 1933, as amended.


(b)  “Board
of Directors” shall mean the board of directors of the Company and any future Subsidiary of the Company, which shall
(i) immediately prior to the Effective Date, consist of Bruce Goldstein, Barry Hall, Leonard Dryer and Robert Rosenblatt, and (ii)
immediately following the Effective Date shall consist of R. Singh, Barry Hall, Leonard Dryer, Robert Rosenblatt and three additional
individuals designated by R. Singh.


(c)  “Business
of the Company” shall have the meaning defined in Exhibit C annexed to this Agreement.


(d)  “Competitor”
shall mean any Person who conducts the same or similar business or business activity as the Business of the Company and generates
more than 5% of their consolidated gross revenue from the same business as the Business of the Company.


(e)  “Critical
Payables” shall mean those accounts payable and other accrued obligations of the Company that are payable to those Unaffiliated
Creditors who are listed on Exhibit A annexed hereto and made a part hereof.


(f)  “Dollars”
or “$” shall mean dollars of the United States.


(g)  “Effective
Date” shall be the date of the Initial Advance by R. Singh or his Affiliate to the Company.


(h)  “Executive
Committee” shall mean an executive committee of the Board of Directors granted the specific authority set forth in this
Agreement and consisting of R. Singh and Barry Hall, or (x) in the absence for any reason of R. Singh an individual designated
by any Affiliate of R. Singh or other Investor, and (y) in the absence for any reason of Barry Hall, an individual designated by
the Board of Directors.  


(i)  “Initial
Advance” shall have the meaning set forth in clause (ii) of Section 2(b) of this Agreement.


(j)  “Investor”
or “Investors” shall mean the individual and collective reference to R. Singh, his Affiliates and any other
Person acceptable to R. Singh and reasonably acceptable to the Board of Directors of the Company who shall provide debt or equity
financing to the Company.






    	 



    	 	



    
 


(k)  “Line
of Credit” shall mean the maximum $200,000 line of credit to be provided to the Company by R. Singh and other Investors
described in Section 2(b) of this Agreement.


(l)  “Major
Decisions” shall have the meaning set forth in Section 3(e) of this Agreement.


(m)  “Person”
shall mean and include any individual, corporation, partnership, limited liability company or government instrumentality,


(n)  “Party”
or “Parties” shall mean the individual or collective reference to the Company, R. Singh or both of such Persons,
and their respective Affiliates, any other Persons who shall become Investors and subject to this Agreement, and their respective
successor and assigns.


(o)  “Technology”
shall mean all of the Company’s intellectual property, including but not limited to (i) any and all inventions (whether
patentable or unpatentable and whether or not reduced to practice), ideas, research and techniques, technical designs, discoveries
and specifications, improvements, modifications, adaptations and derivations thereto, and patents, Patent Applications, models,
industrial designs, inventor’s certificates, and patent disclosures, together with reissuances, continuations, continuations
in part, revisions, extensions and reexaminations thereof (the “Patents”), (ii) trademarks (any
applications for registration therefor, including any modifications, extensions or renewals thereof), all service marks, logos,
trade dress, brand names and trade names, assumed names, corporate names and other indications of origin (whether registered or
unregistered) (the “Trademarks”), (iii) copyrights (whether registered or unregistered and any applications
for registration therefor, including any modifications, extensions or renewals thereof) (the “Copyrights”),
(iv) trade secrets, know-how and confidential business information and any other information, however documented, that is
a trade secret within the meaning of the applicable trade secret protection Laws, including without limitation the Uniform Trade
Secrets Act (the “Trade Secrets”); (v)  all computer programs, software design documents, packaged
and unpackaged, including any and all software implementations of algorithms, models and methodologies, any and all data and collection
of data, whether machine readable or otherwise, descriptions, schematics, flow charts, the raw form and executable form of the
source codes, object codes, bytecode, micro-op codes, databases and compilations or other work product used to design, plan, organize
and develop any of the foregoing, and all documentation, including user manuals and training materials, relating to any of the
foregoing (the “Software”); (vi) any and all rights under any and all transcoder licenses and license
agreements that the Company is currently a party to, including but not limited to the agreement between the Company and RGB; and
(vii) any similar or equivalent intangible assets, properties and rights to any of the foregoing.


(p)  “Unaffiliated
Creditors” shall mean all creditors of the Company, other than R. Singh, Kavir Kang, Bruce Goldstein, Carlaris,
Inc., Barry Hall, Universal Management or any other direct or indirect Affiliate of R. Singh, Kavir Kang, Bruce Goldstein, Carlaris,
Inc., Barry Hall or Universal Management (collectively, the “Affiliated Creditors”).


(r)  “Unaffiliated
Debts” shall mean and any indebtedness, accounts payable, accrued expenses or other amounts owed by the Company to any
Unaffiliated Creditor.






    	 



    	 	



    
 


2.  
Financing and Business Commitments of R. Singh. Subject at all times to the terms and conditions of this Agreement, R. Singh
does hereby make the business and financial commitments to the Company set forth below in this Section 2, and the Parties do hereby
agree to the provisions of this Section 2.


(a)  General.  R.
Singh hereby covenants and agrees to:


(i)  directly
and through other Investors provide the Company with a Line of Credit to support the ongoing essential operational costs of the
Company that is required to fulfill the current services provided by the Company to its existing customers under agreements now
existing or hereafter entered into, including those representing Critical Payables owed to Unaffiliated Creditors;


 


(ii)  immediately
following the Effective Date, pay or enter into good faith negotiations with Unaffiliated Creditors holding Critical Payables of
the Company for the purpose of reducing and/or establishing a deferred payment schedule with respect to future payments to such
Unaffiliated Creditors;


 


(iii)  following
implementation of clause (ii) above, enter into good faith negotiations with Unaffiliated Creditors holding other Current Payables
of the Company for the purpose of reducing and/or establishing a deferred payment schedule with respect to future payments to such
Unaffiliated Creditors;


 


(iv)  following
implementation of clauses (ii) and (iii) above, enter into good faith negotiations with Bruce Goldstein, Barry Hall and other Affiliated
Creditors (excluding R. Singh and K. Kang) holding Current Payables of the Company for the purpose of reducing and/or establishing
a deferred payment schedule with respect to future payments to such Affiliated Creditors;


 


(v)  together
with Barry Hall and other members of management, seek to reduce operating expenses and eliminating non-essential expenses of the
Company by a variety of action items to be reviewed and considered for implementation, including (A) terminating or furloughing
certain personnel, (B) reducing compensation payable to personnel deemed essential to the ongoing operations of the Company, and
(C) relocating hosting services; and


(vi)  using
his personal contacts to initiate potential partners to evaluate and develop strategic alliances for the Company and the Business
of the Company in markets other than North America, such as China, India and Singapore; and


 


(vii)  commence
discussions with other Investors to provide ongoing funding to the Company,


 


(b)  Line
of Credit.  R. Singh hereby agrees to provide the Company with a maximum $200,000 line of credit (the “Line
of Credit”). The proceeds of such Line of Credit shall be used solely for the purposes set forth in Section 2(a) above,
and for no other purposes, unless otherwise approved by R. Singh and two-third (2/3) of all members of the Board of Directors.


The Line of
Credit shall contain the following terms and conditions:


(i)  Initial
Advance.  On the Effective Date of this Agreement, R. Singh or his Affiliate shall make an initial cash advance to
the Company (the “Initial Advance”) in the amount of $40,000. Such Initial Advance shall be used solely for
the purpose of making the payments contemplated by clause (ii) of Section 2(a) above, or as otherwise determined by the Executive
Committee, but consistent with the provisions of clauses (ii) and (iii) of Section 2(a).


 






    	 



    	 	



    
 


(iii)  Additional
Advances.   Following the Effective Date, and in order to support the ongoing working capital requirements of the
Company and to make the payments contemplated by Section 2(a) above, so long as no Event of Default has occurred and is continuing,
R. Singh shall cause the Investors to make additional loans and cash advances under the Line of Credit up to the maximum $200,000
amount of such Line of Credit (with the Initial Advance, each an “Advance”) in such amounts and on such occasions
as shall be determined by the Executive Committee or, with respect to Major Decisions, the Board of Directors. Notwithstanding
the foregoing, it is contemplated that Advances shall be made on a monthly basis and shall not be less than $50,000 per month,
unless otherwise agreed by the Executive Committee. In the event of a dispute between the members of the Executive Committee as
to the amount or timing of any one or more Advances, the Board of Directors shall make the final determination of the amount of
such Advance and its timing.


 


(iv)  Company
Notes.  All Advances shall be evidenced by a 6% senior secured convertible promissory note of the Company due on
demand, with the amount and dates of each such Advance specified on a schedule thereto (the “Company Note”).
Annexed hereto as Exhibit C and made a part hereof is the form of Company Note. Subject at all times to Exhibit
C annexed hereto, the Company Notes shall include the following provisions:


 


(A)  Interest.  The
Company Notes shall bear simple interest on the outstanding amount of all Advances made, at an annual rate of six percent (6%)
per annum (the “Interest Rate”). Interest at the Interest Rate shall accrue on a quarterly basis, commencing
June 30, 2012, and all accrued interest shall be added to the outstanding principal amount of the Company Notes and be payable,
together with principal, on the earlier of (A) demand, or (B) following an Event of Default and acceleration of the indebtedness
evidenced by such Company Note.


(B)  Security
Interest.  As provided in the Company Note, as collateral for all Advances made by R. Singh and other Investors up
the maximum amount of the Line of Credit shall be secured by a priority senior first lien and security interest (the “Security
Interest”) on all of the assets and properties of the Company, including, without limitation, all Technology of the Company.


(C)  Convertibility.  As
provided in the Company Note, the Investors or other holders of Company Notes, may at any time, upon written notice to the Company
(the “Conversion Notice”) convert all or any portion of the principal amount and accrued interest of all Company
Notes into shares of common stock of the Company (the “Common Stock”) at a conversion price equal to 75% of
the volume weighted average price of shares of Common Stock, as traded on any securities exchange during the 20 trading days immediately
prior to the date of the Conversion Notice (the “Conversion Price”). Such Conversion Price shall be subject
to certain adjustment provisions as provided in the Company Note.


(D)  Voting
for Directors.  Holders of Company Notes shall be entitled to vote for the election of members of the Board of Directors
at each annual or special meeting of stockholders of the Company that is called, in whole or in part, to elect members of the Board
of Directors of the Company, on an “as converted” basis, and shall be entitled to cast that number of votes as such
stockholders meeting as though all Company Notes had been converted into Conversion Shares at a Conversion Price equal to 100%
of the closing price of the Company’s Common Stock on the Effective Date of this Agreement.






    	 



    	 	



    
 


(c)  Funding
Default.  Unless an Event of Default under the Company Notes or a breach by the Company of any of its covenants
and agreements contained in this Agreement shall have occurred and be continuing, in the event that R. Singh or the other Investors
fail or refuse to provide reasonable Advances under the Line of Credit in accordance with this Agreement (a “Funding
Default”), the Board of Directors of the Company (with R. Singh and his designees abstaining) may, by majority vote,
terminate this Agreement, in which event (i) R. Singh and his designees shall resign or be subject to removal as members of the
Board of Directors of the Company, and (ii) R. Singh shall resign and President and Chief Executive Officer of the Company.


 


3.  Management
of the Company. In consideration for his commitments set forth in Section 2 above, as of the Effective Date and simultaneous
with its receipt of the Initial Funding, the Company hereby covenants and agrees as follows.


(a)  Termination
of Existing President and Chief Executive Officer.  Bruce Goldstein shall either resign as President and Chief Executive
Officer and as a member of the Board of Directors of the Company or the Board of Directors shall remove Bruce Goldstein as President
and Chief Executive Officer and as a member of the Board of Directors of the Company. The Parties acknowledge that Mr. Goldstein
shall continue to reserve all of his rights and remedies, including those set forth in the personal services consulting agreement
dated March 31, 2009 between Universal Management, Inc., an Affiliate of Mr. Goldstein, and the predecessor to the Company.


(b)  Appointment
of New President and Chief Executive Officer.  The Board of Directors of the Company immediately prior to the Effective
Date shall appoint R. Singh as the new President and Chief Executive Officer of the Company, as at the Effective Date.


(c)  Board
of Directors.  As at the Effective Date, after giving effect to the resignation or removal of Bruce Goldstein, the
Board of Directors of the Company shall consist of six (6) Persons, namely R. Singh, who shall serve as Chairman of the Board,
Barry Hall, Leonard Dryer, Robert Rosenblatt and two (2) other individuals designated by R. Singh. In the event of the death, removal
or resignation of any of the designees of R. Singh, their replacements shall be individuals designated by R. Singh. In the event
of the death, removal or resignation of R. Singh, his replacement and those R. Singh designees shall be determined by any other
Investors in the Company. The members of the Board of Directors shall serve until the next annual meeting of stockholders of the
Company, or until their successors are elected and qualified.


(d)  Executive
Committee.  As at the Effective Date, there shall be established the Executive Committee who shall be delegated
by the Board of Directors with the authority to manage the business and affairs of the Company, to make payments, enter into agreements
and otherwise implement the plans set forth in Section 2(a) of this Agreement; provided that all Major Decisions
(as defined below) shall be submitted to and approved by a majority of all of the six (6) members of the Board of Directors of
the Company prior to their implementation.






    	 



    	 	



    
 


(e)  Major
Decisions.  All of the following shall be deemed to be Major Decisions that must be submitted to and approved by
a majority of all of the members of the Board of Directors of the Company as at the Effective Date of this Agreement prior to
their implementation by the Executive Committee or any executive officer of the Company:


(i)  increasing or
decreasing the size of the Board of Directors;


 


(ii)  approving
a merger or sale of all or a majority of the assets, properties or capital stock of the Company;


 


(iii)  approving
any sale of capital stock or notes or debentures of the Company, other than the Line of Credit contemplated by this Agreement;


 


(iv)  effecting
any major joint venture or “going private” transaction;


 


(v)  appointing
a new President, Chief Executive Officer or Chief Financial Officer of the Company;


 


(vi)  removing
any member of the Board of Directors, with or without cause;


 


(vii)  mortgaging,
hypothecating or selling all or substantially all of the assets of the Company;


 


(viii)  amending
the certificate of incorporation or by-laws of the Company; and


 


(ix)  fixing or
increasing the compensation of the President, Chief Executive Officer or Chief Financial Officer of the Company.


 


4.  Additional
Covenants of the Parties.


(a)  By R.
Singh.  From and after the Effective Date of this Agreement, R. Singh, on behalf of himself, Kevir Kang and each
of the Affiliates of R.Singh and the Investors (collectively, the “Investor Group”) hereby covenants and agrees
as follows:


(i)  Prior
R. Singh Affiliate Loans.  Unless he shall accelerate the indebtedness evidenced by the Company Notes and demand
repayment of the Advances, R. Singh shall not accelerate the indebtedness evidencing the Prior R. Singh Affiliate Loans,


 


(ii)  Return
of Technology.  In the event that for any reason, or no reason, this Agreement shall be terminated the Investor Group
shall return to the Company all Technology and shall not retain any copies or duplicates of the Technology.


 


(iii)  Return
of Confidential Information. Upon termination of this Agreement for any reason or no reason, the Investor Group shall promptly
deliver and surrender to the Company all papers, memoranda, notes, records, reports, sketches, specifications, designs and other
documents, writings (and all copies thereof), and other property produced by them or coming into their possession by or through
this Agreement (the “Confidential Information”), and the Investor Group agrees that all such materials will
at all times remain the property of the Company.


 


(iv)  Agreement
Not to Solicit. Throughout the duration of this Agreement and for a period of one (1) year following the termination of this
Agreement for any reason, the Investor Group agrees that none of them will, either directly or indirectly, through any Person with
which any of them is now or may hereafter become associated, (i) cause or induce any present or future employee of the Company
to leave the employ of the Company or any Affiliate of Company to accept employment with Company or any other member of the Investor
Group or with such Person, or other business entity or (ii) solicit any Person or entity which is a customer of the Company for
the purpose of directly or indirectly furnishing services competitive with the business engaged in by the Company.


 






    	 



    	 	



    
 


(b)  By
the Company.  


 


(i)  Stockholders
Meeting.  Promptly following the filing of its Form 10-K with the Securities and Exchange Commission, the Company
shall file an Information Statement on Form 14C to obtain the consent from the holders of a majority of the Company’s voting
securities for the purpose of (i) increasing the total number of shares of Common Stock the Company is authorized to issue to not
less than 500,000,000 shares of Common Stock, (ii) electing the members of the Board of Directors, (iii) ratifying this Agreement
and all of the transactions contemplated hereby, and (iv) conducting such other and further business as may property come before
the meeting or any adjournments or adjournments thereof.


 


(ii)  Agreement
with Preferred Stockholders.  The Company will undertake to use its best efforts to negotiate amendments or modifications
to the terms of its agreement with holders of Series A Preferred Stock that are convertible on a 6.5 to 1 basis into shares of
Common Stock in July 2012, all upon such terms and conditions as shall be acceptable to R. Singh and the Board of Directors.


 


(iii)  Company
Filings and Maintenance of Listing.  The Company shall use its best efforts to continue to be in compliance with
all of its reporting requirements under the Securities and Exchange Act of 1934, as amended, and to maintain the listing of its
Common Stock on the OTC Markets QX Exchange or OTC Markets QB Exchange.


 


(c)  Scope.  
It is expressly agreed that if any restrictions set forth in this Section 4 are found by any court having jurisdiction to
be unreasonable because they are too broad in any respect, then and in each such case, the remaining restrictions herein contained
shall, nevertheless, remain effective, and this Agreement, or any portion thereof, shall be considered to be amended so as to be
considered reasonable and enforceable by such court, and the court shall specifically have the right to restrict the business or
geographical scope of such restrictions to any portion of the business or geographic areas described above to the extent the court
deems such restriction to be necessary to cause the covenants to be enforceable, and in such event, the covenants shall be enforced
to the extent so permitted.


(d)  Specific
Performance.  The Parties hereby acknowledge that a remedy at law for any breach or violation or attempted breach or
violation of the covenants set forth in this Section 4 may be inadequate, agrees that the non-breaching Party shall be
entitled to seek specific performance of this Agreement or an injunction or other equitable remedy in an action for equitable
remedies under this Agreement, and the non-breaching Party shall not be required to prove the inadequacy or insufficiency of monetary
damages. Each Party further agrees to waive any requirement for a bond or other security in connection with any such injunctive
or other equitable relief.


 






    	 



    	 	



    
 


5.  Assignment.
No Party may assign all or any portion of the Agreement to any other person or entity without the prior written consent of the
other Party, except that the either Party may assign any or all of its rights and interests under this Agreement at any time (A)
to one or more of the such Party’s Affiliates for the purpose of undertaking all or part of such Party’s rights and
obligations pursuant hereto, or (B) as collateral security to any Investor (including any agent for any such lender or lenders)
providing financing to the Company, or to any assignee or assignees of any such Investor, lenders or agent. Furthermore, either
Party may assign any or all of its rights and interests under this Agreement: (a) to a purchaser of all or substantially all of
such Party’s assets; or (b) as a matter of law to the surviving entity in any merger or consolidation to which such Party
is a party; provided, however, that any such successor-in-interest to either Party shall be obligated to assume in writing, in
a manner satisfactory to the other Party, all of the obligations, covenants and agreements of the assigning Party..


 


6.  Further
Assurances. The Parties agree to execute and deliver to the each other, such documents and instruments and to take such other
actions as may be reasonable or necessary or as may be reasonably requested by the other in furtherance of performance of the terms,
covenants and conditions of this Agreement.


7.  Notice.
Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party
at the above stated address or mailed by certified, registered or express mail, return receipt requested or by Federal Express.
Either Party may change the address to which notice or payment is to be sent by written notice to the other under any provision
of this paragraph.


8.  Governing
Law. This Agreement shall be governed by the laws of the State of New York, without giving effect to any principles regarding
conflict of laws.


 


9.  Jurisdiction
and Venue. Any litigation or other court proceedings with respect to any matter arising from or in connection with this Agreement
shall be conducted in the federal or state courts in New York City. The Parties hereby submit to personal jurisdiction and consent
to venue in such courts, and waive any defense based on forum non conveniens.


 


10.  Severability.
If any clause of this Agreement is determined to be invalid, illegal or unenforceable in whole or in part for any reason, it shall
not affect the legality or enforceability of any other clause of this Agreement.


 


11.  Entire
Agreement. This Agreement (together with the Exhibits hereto) sets forth the entire understanding and agreement by the Parties
as of the date hereof and supersedes all prior agreements and understandings (oral and written) between the Parties with respect
to the matters set forth in this Agreement. It shall not be modified or amended except in writing signed by the Parties hereto
and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict
with this Agreement.


 


12.  Authority.
Company represents and warrants that it has all necessary power and authority to execute and deliver this Agreement and
all ancillary agreements and to carry out their provisions. All action on the Company’s part required for the lawful execution
and delivery of this Agreement and all ancillary agreements has been taken. Upon its execution and delivery, this Agreement and
all ancillary agreements will be a valid and binding obligation of the Company, enforceable in accordance with its terms.


 



    	 



    	 	



    
 


13.  Amendments
and Modifications. This Agreement may not be amended or otherwise modified unless evidenced in a writing and signed by each
of Company and the Investors.


 


14.  Successors
and Assigns. This License and the rights and obligations hereunder shall be binding upon and inure to the benefit of Company
and Investors and their respective successors and assigns.


 


15.  Counterparts.
This Agreement may be executed in any number of counterparts, and it is contemplated that the parties hereto may execute different
counterparts, which together shall constitute one and the same instrument.


 


16.  Attorneys’
Fees. In the event of any litigation, including appeals, with regard to this Agreement, the prevailing Party shall be entitled
to recover from the non-prevailing Party all reasonable fees, costs, and expenses of counsel (at pre-trial, trial and appellate
levels).


 


17.  Conflict.
If any of the terms contained in this Agreement conflict with any of the terms contained in the Company Note, the terms of the
Company Note shall prevail. In all other respects, this Agreement shall remain unchanged and in full force and effect.


 


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IN WITNESS WHEREOF,
the Parties have executed or caused their duly authorized representatives to execute this Agreement as on the date set forth above.





	 	COMPANY:
	 	 	 
	 	THWAPR, INC.
	 	(a Nevada corporation)
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	Barry Hall
	 	Title:	Chief Financial Officer
	 	 	 
	 	R. SINGH:
	 	 	 
	 	 	 
	 	 	 
	 	 
	 	RON SINGH




 






    	 



    	 	



    
 


EXHIBIT A


LIST OF CRITICAL PAYABLES


 


	 	Payee
	 	4INFO, Inc.
	 	Ad Store
	 	Alto Tech
	 	AVCO Consulting, Inc.
	 	Bernadine Santistevan
	 	Bob Rosenblatt
	 	Brenda Pomerance
	 	Brian Atchley
	 	Chiamu M. Lin
	 	Gravitas Communications
	 	Greenberg Traurig, LLP
	 	Hunter Taubman Weiss LLP
	 	Island Stock Transfer
	 	June Robinson
	 	Leonard Dreyer
	 	Masurlaw
	 	Matt Sternberg
	 	mBlox Inc
	 	Mia Lam
	 	Mobigardens Corporation
	 	NetNumber
	 	Picccante International
	 	Rackspace Managed Hosting
	 	RGB Networks, Inc.
	 	Rose, Snyder & Jacobs
	 	Scully, Scott, Murphy & Presser PC
	 	Synthetica LTD
	 	Versatility Software, Inc
	 	Vintage Filing
	TOTAL


 






    	 



    	 	



    
 


EXHIBIT B


FORM OF COMPANY NOTE


 


 



Thwapr,
Inc.


CONVERTIBLE
LINE OF CREDIT PROMISSORY NOTE


	Issuance Date:  February __, 2012	Maximum Principal Amount: U.S. $200,000.00


 


FOR VALUE RECEIVED,
THWAPR, INC., a Nevada corporation (the “Company”), hereby promises to pay to ON DEMAND ______________________or
his or its registered assigns (the “Holder”): (a) the principal amount set forth on the Advance Schedule
annexed hereto as Exhibit A (the “Principal”), up to the maximum Principal amount of Two Hundred
Thousand ($200,000) Dollars (the “Maximum Principal Amount”), as such Principal amount is (i) increased by Advances
made by the Holder or his Affiliates pursuant to the Agreement referred to below, or (ii) is reduced pursuant to the Agreement
and the terms hereof whether upon demand for payment, redemption, conversion or otherwise (in each case in accordance with the
terms hereof), and (b) interest (“Interest”) on any outstanding Principal, at the applicable Interest Rate (as
defined below) from the date set out above as the date of issuance of this Note (the “Issuance Date”)
until the same becomes due and payable, whether upon demand for payment or acceleration, conversion, redemption or otherwise (in
each case in accordance with the terms hereof). This Note was issued pursuant to the Line of Credit and Restructuring Agreement,
dated as of February __, 2012, between Ron Singh and the Company (the “Agreement”). Certain capitalized terms
used herein shall have the same meaning as are defined are defined in this Note and in the Agreement.


1.  MATURITY
DATE. On the Maturity Date (as defined below), the Company shall pay to the Holder an amount in cash equal to all outstanding
Principal, accrued and unpaid Interest and accrued and unpaid late charges on such Principal and Interest. As used in this Note,
the term “Maturity Date” shall mean the ten (10) Business Days after the Holder shall demand payment
of this Note.


2.  INTEREST.
Interest on this Note shall commence accruing on the Issuance Date, shall accrue daily at the rate of six percent (6%) per annum
(the “Interest Rate”) on the outstanding Principal amount from time to time, shall be computed on the basis
of a 360-day year comprised of twelve (12) thirty (30) day months and shall be payable in arrears on the Maturity Date or upon
each Conversion Date by conversion into Common Stock in accordance Section 3 below. From and after the occurrence and during the
continuance of any Event of Default, the Interest Rate shall automatically be increased to twelve percent (12%).


3.  CONVERSION
OF NOTE; PREPAYMENT. This Note may, at the option of the Holder, be convertible into shares of Common Stock on the terms and
conditions set forth in this Section 3. “Common Stock” means (i) the Company’s shares of common stock,
$0.001 par value per share, and (ii) any capital stock into which such common stock shall have been changed or any share capital
resulting from a reclassification of such common stock.


(a)  Conversion
Right. On any one or more occasions on or after the date hereof, the Holder shall be entitled to convert any portion of the
outstanding and unpaid Conversion Amount (as defined below) into fully paid and non-assessable shares of Common Stock in accordance
with Section 3(c), at the Conversion Rate (as defined below) then in effect. The Company shall not issue any fraction of a share
of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the
Company shall round such fraction of a share of Common Stock up to the nearest whole share. The Company shall pay any and all transfer,
stamp and similar taxes that may be payable with respect to the issuance and delivery of Common Stock upon conversion of any Conversion
Amount.


(b)  Conversion
Rate. The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to Section 3(a) shall
be determined by dividing (x) such Conversion Amount by (y) the Conversion Price (the “Conversion Rate”).






    	 



    	 	



    
 


(i)  “Conversion
Amount” means the sum of (A) the portion of the Principal to be converted, amortized, redeemed or otherwise with respect
to which this determination is being made, and (B) any accrued and unpaid Interest and Late Charges with respect to such Principal.


(ii)  “Conversion
Price” means, as of any Conversion Date (as defined below) or other applicable date of determination, the price which
is equal to the 75% of the daily Weighted Average Prices (as defined below) of the Common Stock during the twenty (20) consecutive
Trading Day (as defined below) period immediately preceding the applicable Conversion Date (as adjusted for any stock split, stock
dividend, stock combination or other similar transaction during any such twenty (20) Trading Day period).


(c)  Optional
Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”),
the Holder shall deliver (whether via facsimile or, e-mail or otherwise), for receipt on or prior to 11:59 p.m., New York time,
on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit B (the “Conversion
Notice”) to the Company. Following conversion as aforesaid, the Holder shall provide a copy of such Conversion Notice
to Hunter Taubman Weiss LLP sent via electronic mail to sweiss@htwlaw.com, or the then
legal counsel to the Company, on or prior to the first (1st) Business Day following such Conversion Date. Within three
(3) Trading Days following a conversion of this Note as aforesaid, the Holder shall surrender this Note to a nationally recognized
overnight delivery service for delivery to the Company (or an indemnification undertaking with respect to this Note in the case
of its loss, theft or destruction as contemplated by Section 15(b)). On or before the second (2nd) Trading Day following
the date of receipt of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, in the
form attached hereto as Exhibit B, of receipt of such Conversion Notice to the Holder and the Company’s transfer
agent (the “Transfer Agent”). The Person or Persons entitled to receive the shares of Common Stock issuable
upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock
on the Conversion Date.






    	 



    	 	



    
 


(d)  Prepayment.  Prior
to a demand for payment of this Note, the Company shall have the right, at any time upon five (5) Business Days prior written notice
to Holder, to prepay or tender payment in full of the outstanding Principal Amount of this Note and all Interest accrued hereon.


4.  ADJUSTMENTS.  If
the Company at any time on or after the Subscription Date subdivides (by any stock split, stock dividend, recapitalization or otherwise)
one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Fixed Conversion Price in effect
immediately prior to such subdivision will be proportionately reduced. If the Company at any time on or after the Subscription
Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock
into a smaller number of shares, the Fixed Conversion Price in effect immediately prior to such combination will be proportionately
increased. Any adjustment pursuant to this Section 4 shall become effective immediately after the effective date of such subdivision
or combination.


5.  VOTING
RIGHTS. The Holder shall have the voting rights as the holder of this Note, as expressly provided in the Agreement.


6.  COLLATERAL.
As collateral for all Secured Obligations, the Company hereby grants to the Holder of this Note a priority senior first Lien and
security interest (the “Security Interest”) on all of the assets and properties of the Company, including, without
limitation, all Technology of the Company (the “Collateral”). The Company represents to the Holder that the
Security Interest in the Collateral granted to the Holder hereunder (a) constitutes and shall continue to constitute a legal, valid
and, upon the filing of a UCC financing statement, fully perfected, security interest in the Collateral and (b) is and shall remain
prior and superior to all Liens, rights or claims of all other Persons.


Holder hereby irrevocably
constitutes and appoints Ron R. Singh as the designee of Holder (“Designee”) to take the actions specified in
this Note on behalf of Holder. The. Company agrees that it will take all action and execute all documents that may be necessary
or desirable and that Designee may reasonably request to maintain the validity, perfection, enforceability and priority of the
security interest granted hereby in conformance herewith, and Company grants Holder the right to do the same on its, or on its
own, behalf. The Company agrees that it will do nothing to impair the rights and interests of Holder in the Collateral, will protect
and preserve the Collateral and the right of Holder to exercise and enforce its rights therein under this Note, and will not, except
in the ordinary course of business, sell, convey or otherwise transfer all or any part of the Collateral or any rights therein.
If this Note shall not be paid in full on the Maturity Date and thereafter for so long as a default in payment of this Note shall
occur and be continuing (a “Default Event”), Holder shall have all the rights of a Holder under the UCC, shall
have all rights now or hereafter existing under all other applicable laws, and shall have all the rights set forth in this Note
or any other agreement between the parties hereto. The Company agrees that Holder, by itself or its agent, may, without notice
to any person and without judicial process of any kind, enter onto any premises or land owned, leased or otherwise under the real
or apparent control of Company or any agent of Company where Collateral may be or where Holder believes Collateral may be, and
repossess all or any item of the Collateral, removing, disconnecting or separating all Collateral from any other property. The
Company expressly waives all further rights to possession of the Collateral after and during the continuance of a Default Event
and all claims for injuries suffered as a result of or loss caused by such entering and/or repossession and/or such removal, disconnecting
or separation. Company shall, upon demand by Holder, assemble the Collateral and deliver it to Holder, at Company’s expense,
at such place or places to be designated by Holder.






    	 



    	 	



    
 


The Company shall
reimburse Holder for all of its expenses in connection with the exercise or protection by Holder of any of its rights and remedies
under this Security Agreement, including without limitation all attorneys’ fees and expenses.


THE COMPANY HEREBY
WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH HOLDER’S TAKING POSSESSION
OR DISPOSITION OF ANY OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT
REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH COMPANY WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES
OR OF ANY STATE.


7.  COVENANTS.
The Company shall comply with all of its covenants and agreements set forth in the Agreement.


8.  TRANSFER.
This Note and any shares of Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred by the
Holder without the consent of the Company.


9.  REISSUANCE
OF THIS NOTE.


(a)  Transfer.
If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue
and deliver upon the order of the Holder a new Note (in accordance with Section 15(d)), registered as the Holder may request, representing
the outstanding Principal being transferred by the Holder and, if less than the entire outstanding Principal is being transferred,
a new Note to the Holder representing the outstanding Principal not being transferred. The Holder and any assignee, by acceptance
of this Note, acknowledge and agree that, by reason of the provisions of Section 3(c)(iii) following conversion or redemption of
any portion of this Note, the outstanding Principal represented by this Note may be less than the Principal stated on the face
of this Note.


(b)  Lost,
Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the
Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company
shall execute and deliver to the Holder a new Note representing the outstanding Principal.






    	 



    	 	



    
 


(c)  Issuance
of New Notes. Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new Note (i) shall
be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding,
(iii) shall have an issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note,
(iv) shall have the same rights and conditions as this Note, and (v) shall represent accrued and unpaid Interest and Late Charges,
if any, on the Principal of this Note, from the Issuance Date.


10.  PAYMENT
OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Note is placed in the hands of an attorney for collection or enforcement
or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this
Note or to enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, receivership of the Company
or other proceedings affecting Company creditors’ rights and involving a claim under this Note, then the Company shall pay
the costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization,
receivership or other proceeding, including, but not limited to, attorneys’ fees and disbursements.


11.  CONSTRUCTION;
HEADINGS. This Note shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against
any Person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect
the interpretation of, this Note.


12.  FAILURE
OR INDULGENCE NOT WAIVER. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other
or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and
signed by an authorized representative of the waiving party.


13.  PAYMENTS.  Except
as otherwise provided in this Note, whenever any payment of cash is to be made by the Company to any Person pursuant to this Note,
such payment shall be made in lawful money of the United States of America by a check drawn on the account of the Company and sent
via overnight courier service to such Person at such address as previously provided to the Company in writing (which address, in
the case of each of the Claimants (as defined in the Initial Exchange Agreement), shall initially be as set forth on the Schedule
of Claimants attached to the Initial Exchange Agreement); provided that the Holder may elect to receive a payment of cash
via wire transfer of immediately available funds by providing the Company with prior written notice setting out such request and
the Holder’s wire transfer instructions. Whenever any amount expressed to be due by the terms of this Note is due on any
day which is not a Business Day, the same shall instead be due on the next succeeding day which is a Business Day.


14.  CANCELLATION.
After all Principal and other amounts at any time owed on this Note have been paid in full, this Note shall automatically be deemed
canceled, shall be surrendered to the Company for cancellation and shall not be reissued.


15.  WAIVER
OF NOTICE. To the extent permitted by law, the Company hereby waives demand, notice, protest and all other demands and notices
in connection with the delivery, acceptance, performance, default or enforcement of this Note and the Exchange Agreement.






    	 



    	 	



    
 


16.  GOVERNING
LAW; JURISDICTION; JURY TRIAL. This Note shall be construed and enforced in accordance with,
and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the
internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether
of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than
the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting
in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. The Company
hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
by mailing a copy thereof to such party at the address it set forth on the signature page hereto and agrees that such service
shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit
in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude
the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s
obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or
other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION
CONTEMPLATED HEREBY.


17.  CURRENCY.
All principal, interest and other amounts owing under this Note or any Transaction Document that, in accordance with their terms,
are paid in cash shall be paid in US dollars. All amounts denominated in other currencies shall be converted in the US dollar equivalent
amount in accordance with the Exchange Rate on the date of calculation.


18.  Severability.
If any provision of this Note is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Note so long as this Note as so modified continues to express, without material
change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability
of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties
or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good
faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which
comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).






    	 



    	 	



    
 


19.  CERTAIN
DEFINITIONS. For purposes of this Note, and in addition to the other terms defined herein, the following terms shall have
the following meanings:


(a)  “Affiliate”
means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common
control with, such Person (it being understood and agreed (x) for purposes of this definition that “control” of a Person
means the power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of
directors of such Person or direct or cause the direction of the management and policies of such Person whether by contract or
otherwise, (y) neither the Holder nor any of its Affiliates is an Affiliate of any other holder of any of the Other Notes or any
of their respective Affiliates and (z) neither any holder of any Other Notes nor any of their respective Affiliates is an Affiliate
of the Holder or any of its Affiliates).


(b)  
“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City
of New York are authorized or required by law to remain closed.


(c)  “Technology”
shall mean all of the Company’s intellectual property, including but not limited to (i) any and all inventions (whether
patentable or unpatentable and whether or not reduced to practice), ideas, research and techniques, technical designs, discoveries
and specifications, improvements, modifications, adaptations and derivations thereto, and patents, Patent Applications, models,
industrial designs, inventor’s certificates, and patent disclosures, together with reissuances, continuations, continuations
in part, revisions, extensions and reexaminations thereof (the “Patents”), (ii) trademarks (any
applications for registration therefor, including any modifications, extensions or renewals thereof), all service marks, logos,
trade dress, brand names and trade names, assumed names, corporate names and other indications of origin (whether registered or
unregistered) (the “Trademarks”), (iii) copyrights (whether registered or unregistered and any applications
for registration therefor, including any modifications, extensions or renewals thereof) (the “Copyrights”),
(iv) trade secrets, know-how and confidential business information and any other information, however documented, that is
a trade secret within the meaning of the applicable trade secret protection Laws, including without limitation the Uniform Trade
Secrets Act (the “Trade Secrets”); (v)  all computer programs, software design documents, packaged
and unpackaged, including any and all software implementations of algorithms, models and methodologies, any and all data and collection
of data, whether machine readable or otherwise, descriptions, schematics, flow charts, the raw form and executable form of the
source codes, object codes, bytecode, micro-op codes, databases and compilations or other work product used to design, plan, organize
and develop any of the foregoing, and all documentation, including user manuals and training materials, relating to any of the
foregoing (the “Software”); (vi) any and all rights under any and all transcoder licenses and license
agreements that the Company is currently a party to, including but not limited to the agreement between the Company and RGB; and
(vii) any similar or equivalent intangible assets, properties and rights to any of the foregoing.






    	 



    	 	



    
 


(d) “Lien”
shall mean, with respect to any asset, any mortgage, lien, pledge, security interest or similar encumbrance of any kind in respect
of such asset, whether or not filed, recorded or otherwise perfected under applicable law.


(e) “Secured
Obligations” shall mean, and shall be limited to, the indebtedness of the Company, together with all Interest, fees and
other charges, arising under this Note, including, without limitation, all costs incurred by the Holder in enforcing any of its
rights or exercising any of its remedies under this Note (including but not limited to attorneys’ fees and expenses).


20.  DISCLOSURE.
Upon receipt or delivery by the Company of any notice in accordance with the terms of this Note, unless the Company has in good
faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company
or its Subsidiaries, the Company shall within one (1) Business Day after any such receipt or delivery publicly disclose such material,
nonpublic information on a Current Report on Form 8-K or otherwise. In the event that the Company believes that a notice contains
material, nonpublic information relating to the Company or its Subsidiaries, the Company so shall indicate to such Holder contemporaneously
with delivery of such notice, and in the absence of any such indication, the Holder shall be allowed to presume that all matters
relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries.


21.  MAXIMUM
PAYMENTS. Nothing contained in this Note shall, or shall be deemed to, establish or require the payment of a rate of interest
or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid
or other charges under this Note exceeds the maximum permitted by such law, any payments in excess of such maximum shall be credited
against amounts owed by the Company to the Holder and thus refunded to the Company.


 [Signature Page
Follows] 



    	 



    	 	



    
  


IN WITNESS WHEREOF,
the Company has caused this Note to be duly executed as of the Issuance Date set out above.


 


	 	THWAPR, INC.
	 	By:	 
	 	 	
        Name: Barry Hall


Title: Chief Financial
Officer

	 	 	 


 


 


Accepted and agreed:


 


 


By:______________________


Its:______________________


 






    	 



    	 	



    
 


EXHIBIT C


DEFINITION
OF BUSINESS OF THE COMPANY


The Company has developed systems, applications
and software that allow users and brands to share pictures and video to mobile phone users regardless of device, platform or carrier.
The Company believes that its technology enables users to easily capture and share pictures and videos on their phones with other
mobile and desktop users and in to social networks. The Company plans to derive revenues from banner and video advertising on its
mobile and desktop websites and from mobile media messaging fees from brand sponsors and content owners. The company also plans
to sell premium services to users and brands via subscriptions and other fees.