STOCK
REDEMPTION AGREEMENT


 


THIS
STOCK REDEMPTION AGREEMENT (this “Agreement”) dated as of 5th May 2016, by and between Consumer
Electronics Ventures Corp. (the “Seller”) and LifeLogger Technologies Corp., a Nevada corporation,
(the “Company”). The Seller and the Company are collectively referred to hereinafter as the “Parties”.


 


RECITALS


 


WHEREAS,
Seller is currently the owner of 50,000,000 shares of the issued and outstanding shares of Common Stock, $0.001 par value (the
“Common Stock”) of the Company.


 


WHEREAS,
Pursuant to the terms and conditions of this Agreement, Seller desires to sell, and Company desires to purchase and subsequently
cancel, all of the Seller’s rights, title, and interest in and to 40,000,000 of the Common Stock (the “Shares”)
as further described herein.


 


NOW,
THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:


 


1.Agreement
to Purchase and Sell; Share Cancellation. Subject to the terms and conditions of this Agreement, simultaneous with the execution
and delivery of this Agreement, Seller shall sell, assign, transfer, convey, and deliver to the Company, and the Company shall
accept and purchase, the Shares and any and all rights in the Shares to which Seller is entitled, and by doing so Seller shall
be deemed to have assigned all of her rights, titles and interest in and to the Shares to the Company. Such sale of the Shares
shall be evidenced by stock certificates, duly endorsed in blank or accompanied by stock powers duly executed in blank or other
instruments of transfer in form and substance reasonably satisfactory to the transfer agent of the Company. The Company shall
cancel the Shares upon Closing.


 


2.Consideration.
The Seller has agreed to the sale and cancellation of the Shares by the Company to reduce the number of shares of outstanding
Common Stock that is intended to increase the value of the remaining shares of Common Stock held by the Seller.


 


3.Closing;
Deliveries.


 


(a)
The purchase and sale of the Shares shall be held on or before 28th April 2016 (the “Closing”).


 


(b)
At the Closing, Seller shall deliver to the Company (i) one or more stock certificates evidencing the Shares, duly endorsed in
blank or accompanied by stock powers duly executed in blank with medallion guarantee, or other instruments of transfer
in form and substance reasonably satisfactory to the Company, (ii) documents to substantiate identification of Seller (i.e. driver’s
license or Passport) and (iii) such other documents as may be required under applicable law or reasonably requested by the Company.


 


4.Representations
and Warranties of Seller. As an inducement to the Company to enter into this Agreement and to consummate the transactions
contemplated herein, Seller represents and warrants to the Company as follows:


 


4.1Authority.
Seller has the right, power, authority and capacity to execute and deliver this Agreement, to consummate the transactions
contemplated hereby and to perform his obligations under this Agreement. This Agreement constitutes the legal, valid and binding
obligations of Seller, enforceable against Seller in accordance with the terms hereof.


 




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4.2Ownership.
Seller is the sole record and beneficial owner of the Shares, has good and marketable title to the Shares, free and clear
of all Encumbrances (hereafter defined), other than applicable restrictions under applicable securities laws, and has full legal
right and power to sell, transfer and deliver the Shares to the Company in accordance with this Agreement. “Encumbrances”
means any liens, pledges, hypothecations, charges, adverse claims, options, preferential arrangements or restrictions of any kind,
including, without limitation, any restriction of the use, voting, transfer, receipt of income or other exercise of any attributes
of ownership. Upon the execution and delivery of this Agreement, the Company will receive good and marketable title to the Shares,
free and clear of all Encumbrances, other than restrictions imposed pursuant to any applicable securities laws and regulations.
There are no stockholders’ agreements, voting trust, proxies, options, rights of first refusal or any other agreements or
understandings with respect to the Shares.


 


4.3Valid
Issuance. The Shares are duly authorized, validly issued, fully paid and non-assessable, and were not issued in violation
of any preemptive or similar rights.


 


4.4No
Conflict. None of the execution, delivery, or performance of this Agreement, and the consummation of the transactions contemplated
hereby, conflicts or will conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach
or violation of (i) any instrument, contract or agreement to which the Seller is a party or by which he is bound, or to which
the Shares are subject; or (ii) any federal, state, local or foreign law, ordinance, judgment, decree, order, statute, or regulation,
or that of any other governmental body or authority, applicable to the Seller or the Shares.


 


4.5
No Consent. No consent, approval, authorization or order of, or any filing or declaration with any governmental authority
or any other person is required for the consummation by the Seller of any of the transactions on its part contemplated under this
Agreement.


 


4.6No
Other Interest. Except for the remaining shares of Common Stock referenced above, neither Seller nor any of her respective
affiliates has any interest, direct or indirect, in any shares of capital stock or other equity in the Company or has any other
direct or indirect interest in any tangible or intangible property which the Company uses or has used in the business conducted
by the Company, or has any direct or indirect outstanding indebtedness to or from the Company, or related, directly or indirectly,
to its assets, other than the Shares.


 


4.7Affiliate
Status. Seller is an owner of more than ten percent (10%) of the outstanding capital stock of the Company.


 


4.8Full
Disclosure. No representation or warranty of the Seller to the Company in this Agreement omits to state a material fact necessary
to make the statements herein, in light of the circumstances in which they were made, not misleading. There is no fact known to
the Seller that has specific application to the Shares or the Company that materially adversely affects or, as far as can be reasonably
foreseen, materially threatens the Shares or the Company that has not been set forth in this Agreement.


 


5.
Representations and Warranties of the Company. As an inducement to Seller to enter into this Agreement and to consummate
the transactions contemplated herein, the Company represents and warrants to Seller as follows:


 


5.1Authority.
the Company has the right, power, authority and capacity to execute and deliver this Agreement, to consummate the transactions
contemplated hereby and to perform its obligations under this Agreement. This Agreement constitutes the legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with the terms hereof.


 




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5.2No
Consent. No consent, approval, authorization or order of, or any filing or declaration with any governmental authority or
any other person is required for the consummation by the Company of any of the transactions on its part contemplated under this
Agreement.


 


5.3No
Conflict. None of the execution, delivery, or performance of this Agreement, and the consummation of the transactions contemplated
hereby, conflicts or will conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach
or violation of (i) any instrument, contract or agreement to which the Company is a party or by which it is bound; or (ii) any
federal, state, local or foreign law, ordinance, judgment, decree, order, statute, or regulation, or that of any other governmental
body or authority, applicable to the Company.


 


6.Indemnification;
Survival.


 


6.1Indemnification.
Each party hereto shall jointly and severally indemnify and hold harmless the other party and such other party’s agents,
beneficiaries, affiliates, representatives and their respective successors and assigns (collectively, the “Indemnified Persons”)
from and against any and all damages, losses, liabilities, taxes and costs and expenses (including, without limitation, attorneys’
fees and costs) (collectively, “Losses”) resulting directly or indirectly from (a) any inaccuracy, misrepresentation,
breach of warranty or nonfulfillment of any of the representations and warranties of such party in this Agreement, or any actions,
omissions or statements of fact inconsistent with in any material respect any such representation or warranty, (b) any failure
by such party to perform or comply with any agreement, covenant or obligation in this Agreement.


 


6.2Survival.
All representations, warranties, covenants and agreements of the parties contained herein or in any other certificate or document
delivered pursuant hereto shall survive the date hereof until the expiration of the applicable statute of limitations.


 


7.Miscellaneous.


 


7.1Further
Assurances. From time to time, whether at or following the Closing, each party shall make reasonable commercial efforts to
take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable,
including as required by applicable laws, to consummate and make effective as promptly as practicable the transactions contemplated
by this Agreement.


 


7.2Notices.
All notices or other communications required or permitted hereunder shall be in writing shall be deemed duly given (a) if
by personal delivery, when so delivered, (b) if mailed, three (3) business days after having been sent by registered or certified
mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below, or (c) if sent through
an overnight delivery service in circumstances to which such service guarantees next day delivery, the day following being so
sent to the addresses of the parties as indicated on the signature page hereto. Any party may change the address to which notices
and other communications hereunder are to be delivered by giving the other parties notice in the manner herein set forth.


 




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7.3Choice
of Law; Jurisdiction. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of
Florida, without giving effect to principles of conflicts of law. Each of the parties agree to submit to the jurisdiction of the
federal or state courts located in Palm Beach County, Florida in any actions or proceedings arising out of or relating to this
Agreement. Each of the parties, by execution and delivery of this Agreement, expressly and irrevocably (i) consents and submits
to the personal jurisdiction of any of such courts in any such action or proceeding; (ii) consents to the service of any complaint,
summons, notice or other process relating to any such action or proceeding by delivery thereof to such party as set forth in Section
7.2 above and (iii) waives any claim or defense in any such action or proceeding based on any alleged lack of personal jurisdiction,
improper venue or forum non conveniens or any similar basis. EACH OF THE UNDERSIGNED HEREBY WAIVES FOR ITSELF AND ITS PERMITTED
SUCCESSORS AND ASSIGNS THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INSTITUTED IN CONNECTION WITH THIS AGREEMENT.


 


7.4
Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties in respect of the transactions
contemplated hereby and supersedes all prior and contemporaneous agreements, arrangements and understandings of the parties relating
to the subject matter hereof. No representation, promise, inducement, waiver of rights, agreement or statement of intention has
been made by any of the parties which is not expressly embodied in this Agreement.


 


7.5Assignment. Each party’s rights and obligations under this Agreement shall not be assigned or delegated, by operation of law or
otherwise, without the other party’s prior written consent, and any such assignment or attempted assignment shall be void,
of no force or effect, and shall constitute a material default by such party.


 


7.6Amendments.
This Agreement may be amended, modified, superseded or cancelled, and any of the terms, covenants, representations,
warranties or conditions hereof may be waived, only by a written instrument executed by the parties hereto.


 


7.7Waivers. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect the
right at a later time to enforce the same. No waiver by any party of any condition, or the breach of any term, covenant, representation
or warranty contained in this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be or
construed as a further or continuing waiver of any such condition or breach or a waiver of any other term, covenant, representation
or warranty of this Agreement.


 


7.8Counterparts. This Agreement may be executed simultaneously in two or more counterparts and by facsimile, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument.


 


7.9Severability. If
any term, provisions, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall
remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance
of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination,
the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely
as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated
to the fullest extent possible.


 


7.10
Interpretation. The parties agree that this Agreement shall be deemed to have been jointly and equally drafted by them,
and that the provisions of this Agreement therefore shall not be construed against a party or parties on the ground that such
party or parties drafted or was more responsible for the drafting of any such provision(s). The parties further agree that they
have each carefully read the terms and conditions of this Agreement, that they know and understand the contents and effect of
this Agreement and that the legal effect of this Agreement has been fully explained to its satisfaction by counsel of its own
choosing.


 


SIGNATURE
PAGE FOLLOWS.


 




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SIGNATURE
PAGE TO REDEMPTION AGREEMENT


 


IN
WITNESS WHEREOF, the parties have duly executed this Stock Redemption Agreement as of the date first above written.


 


	 	SELLER:
	 	 
	 	Consumer
    Electronics Ventures Corp.
	 	 
	 	By:	/s/
    Andreas Moustra
	 	 	Andreas
    MOUSTRAS
	 	 	Signed
    in Limassol, Cyprus
	 	Title:	Director
	 	 
	 	PURCHASER:
	 	 
	 	LifeLogger
    Technologies Corp.
	 	 
	 	By:	/s/
    Stewart Garner 
	 	 	Stewart
    Garner, Chief Executive Officer


 




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