FIRST
AMENDMENT TO STOCK PURCHASE AGREEMENT


 





This First Amendment
to Stock Purchase Agreement (this “Amendment”) is made as of July 14, 2014 by and among Adaptive Medias,
Inc., a Nevada corporation (“Pubco”), OneScreen, Inc., a Delaware corporation (“OneScreen”),
Media Graph, Inc., a Nevada corporation (the “Company”), and the shareholders of the Company as set
forth on Exhibit A of the Stock Purchase Agreement (the “Selling Shareholders”). Unless otherwise indicated
herein, capitalized terms used in this Amendment without definition shall have the respective meanings specified in the Stock
Purchase Agreement.


  


WHEREAS Pubco, OneScreen,
and the Company desire to amend the Stock Purchase Agreement dated June 30, 2014 as provided below.


 


NOW, THEREFORE, in
consideration of the mutual agreements herein contained, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:


 


SECTION 1.   Amendments
to Stock Purchase Agreement.


 


The Preamble to the
Stock Purchase Agreement is hereby amended such that the Stock Purchase Agreement is made as of July 15, 2014.


 


Section 5.04(a) of
the Stock Purchase Agreement is hereby amended and restated in its entirety as follows:


 


“Lock-Up Period.
Subject to the Lock-Up and Leak-Out Agreement, a form of which is attached hereto as Exhibit B, (the “Lock-Up Agreement”),
and entered into by each of the Selling Shareholders listed on Exhibit A to the Lock-Up Agreement (the “Restricted Selling
Shareholders”), shall not sell, convey, assign, or transfer their respective shares of Consideration Stock for a period
of twelve (12) months subsequent to the Closing Date (the “Lock-Up Period”). However, only 80% of each Restricted
Selling Shareholder’s shares of Consideration Stock shall be subject to the Lock-Up Period.”


 


Section 5.04(b) of the
Stock Purchase Agreement is hereby amended and restated to replace every instance of the previously defined term “Selling
Shareholder(s)” with the newly defined term “Restricted Selling Shareholder(s)”.


 


SECTION 2. Effects
of Amendment. As of and after the date hereof, each reference in the Stock Purchase Agreement to “this Agreement,”
“hereunder,” “hereof,” “herein,” “hereby,” or words of like import referring to
the Stock Purchase Agreement shall mean and be a reference to the Stock Purchase Agreement as amended by this Amendment. Except
as specifically amended by this Amendment, each term, provision and condition of the Stock Purchase Agreement survives, remains
and shall continue in full force and effect.


 


The Signature Page of the Stock Purchase Agreement is hereby amended to insert the signature of Norman
Brodeur, President of the Company, who is authorized by written consent of the shareholders representing greater than a majority
of the issued and outstanding shares of the Company to execute the Stock Purchase Agreement on behalf of the Selling Shareholders.
An amended and re-executed Signature Page is attached as Exhibit A hereto.


 




    	 



    	 



    

  


SECTION 3.
   Miscellaneous


 


3.1    Governing
Law. This Amendment shall be governed by and construed in accordance with the laws of the State of California without regard
to its conflicts of law principles and the federal law of the United States of America.


 


3.2    Counterparts.
This Amendment may be executed in two or more counterparts by manual or facsimile signature, all of which shall be considered one
and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered
to the other parties.


 


IN WITNESS WHEREOF,
the undersigned have caused their duly authorized officers to execute this Amendment as of the date first above written.


 


	 	Pubco:
	 	 
	 	Adaptive Medias, Inc.
	 	 
	 	By:	/s/ Qayed Shareef
	 	 	Qayed Shareef
	 	 	Chief Executive Officer
	 	 
	 	OneScreen:
	 	 
	 	OneScreen, Inc.
	 	 
	 	By:	/s/ Norman Brodeur
	 	 	Norman Brodeur
	 	 	Chief Executive Officer
	 	 
	 	Company:
	 	 
	 	Media Graph, Inc.
	 	 
	 	By:	/s/ Norman Brodeur
	 	 	Norman Brodeur
	 	 	Chief Executive Officer
	 	 	 








	 	Selling Shareholders:
	 	 
	 	By:	/s/ Norman Brodeur
	 	 	Norman Brodeur,
	 	 	President of Media Graph, Inc.


 




    	 



    	 



    

  


EXHIBIT A


 


AMENDED AND RESTATED
SIGNATURE PAGE 


 


TO THE STOCK PURCHASE
AGREEMENT


 


IN WITNESS WHEREOF,
the undersigned have caused their duly authorized officers to execute this Agreement as of the date first above written.


 


	 	Pubco:
	 	 
	 	Adaptive Medias, Inc.
	 	 
	 	By:	/s/ Qayed Shareef
	 	 	Qayed Shareef
	 	 	Chief Executive Officer
	 	 
	 	OneScreen:
	 	 
	 	OneScreen, Inc.
	 	 
	 	By:	/s/ Norman Brodeur
	 	 	Norman Brodeur
	 	 	Chief Executive Officer
	 	 
	 	Company:
	 	 
	 	Media Graph, Inc.
	 	 
	 	By:	/s/ Norman Brodeur
	 	 	Norman Brodeur
	 	 	Chief Executive Officer
	 	 
	 	Selling Shareholders:
	 	 
	 	 
	 	By:	/s/ Norman Brodeur
	 	 	Norman Brodeur,
	 	 	President of Media Graph, Inc.