AMENDED
AND RESTATED ASSET PURCHASE AGREEMENT


 


This
AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (the “Agreement”) entered into as of June 20, 2016 (“Effective
Date”), by LIFELOGGER TECHNOLOGIES CORP., a Nevada corporation (the “Company”), on the one hand,
and PIXORIAL, INC., a Colorado corporation (“Pixorial”), and ANDRES ESPINIERA (“Andres”),
on the other. Each of the Company, Pixorial and Andres may also be referred to herein as a “Party, and, collectively,
as the “Parties.”


 


WITNESSETH


 


WHEREAS,
the Parties entered into that certain Asset Purchase Agreement dated November 10, 2015 (the “Agreement”); and


 


WHEREAS,
the Parties entered into the First Amendment to Asset Purchase Agreement dated March 30, 2016 (the “First Amendment”).
The Agreement and the First Amendment are collectively referred to as the “Original Agreement”; and


 


WHEREAS,
the Parties wish to amend and restate the Agreement as hereinafter set forth; and


 


WHEREAS,
Pixorial had been engaged in the business of offering online user-friendly tools and applications to access, download, edit, tag,
process, store, organize and share videos, photos and music from any device (the “Business”) and desires to sell,
transfer and assign to the Company, and Company desires to purchase certain of the assets of Pixorial set forth on Exhibit A and
as set forth in Section hereof (the “Assets”) in accordance with the terms and subject to the conditions set forth
in this Agreement (the “Transactions”).


 


NOW,
THEREFORE, in consideration of the promises, the reciprocal representations, warranties and covenants, and subject to the conditions
contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties, hereby agree as follows:


 


1.
Purchase and Sale of Assets


 


1.1
Agreement to Purchase and Sell Assets. Subject to the conditions express herein, Pixorial hereby agrees to sell, assign
and deliver to the Company as of the Closing (as defined below), free and clear of all liens, pledges, options, claims, title
defects, encumbrances, charges and other restrictions of every kind (collectively, the “Liens”), and the Company hereby
agrees to acquire and accept assignment and delivery of from Pixorial, all right, title and interest of Pixorial in and to the
Assets, together with any replacements thereof and additions thereto made between the date hereof and the Closing including the
following (collectively, the “Assets”):


 


(a)
The trademark set forth in Schedule 1.1(a) (the “Acquired Intellectual Property”); and


 


(b)
The customer listed associated with the Business.


 


1.2
No Assumption of Liabilities. The parties acknowledge and agree that the Company shall not assume any of Pixorial’s
liabilities or obligations, whether accrued, absolute, contingent or otherwise including, without limitation, any liability or
obligation with respect to (collectively, “Pixorial’s Obligations”), including the following:


 


(a)
any product liability or similar claim for injury to persons or property, regardless of when made or asserted, which arises out
of or is based upon any express or implied representation, warranty or agreement made by the Pixorial or its agents, or which
is imposed by operation of law or otherwise, in connection with any sales or service performed by or on behalf of the Pixorial
on or prior to the Closing Date;


 






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(b)
any liability or obligations to any current or former employees, agents, independent contractors or creditors of the Pixorial
(other than those set forth above under Assumed Liabilities) or under any plan or arrangement with respect thereto, including,
without limitation, liabilities and obligations (A) under any life, health, accident, disability or any other employee benefit
plan, and (B) under any pension, profit sharing, stock bonus, deferred compensation, retirement, bonus or other current or former
employee compensation or pension benefit plan or post-retirement benefit plan to which the Pixorial is a party or under which
the Pixorial has any obligation, or which is maintained, or to which contributions have been made, by the Pixorial or any predecessor
or any corporation which is a controlled group or corporations of which the Pixorial are a member, or any trade or business (whether
or not incorporated) under common control with the Pixorial, and (C) for wages, salaries, bonuses, commissions, severance, sick
pay, vacation or holiday pay, overtime or other benefits;


 


(c)
any liabilities for any tax, assessment or other governmental imposition of any type or description, including, without limitation,
any federal income or excess profits taxes or state or federal income, sales, use, excise, ad valorem or franchise taxes, together
with any interest, assessments and penalties thereon arising out of or attributable to the conduct of the Pixorial’s operations
and the Business prior to the Closing Date or the Pixorial’s or its shareholders’ federal income or capital gain taxes
or state, or local income or franchise taxes arising by virtue of the transactions contemplated by this Agreement or otherwise;


 


(d)
any liability (i) which arises out of or in connection with any breach or default by the Pixorial occurring prior to the Closing
under any of the Contracts, (ii) which arises out of or in connection with any violation by the Pixorial of any requirement of
law prior to the Closing Date, (iii) which relates to the Assets (including those arising under the Contracts) to the extent relating
to periods prior to the Closing Date;


 


(e)
any liability arising out of or in connection with litigation or other legal proceedings, claims or investigations related to
the Pixorial or the Business and operations, regardless of when made or asserted, including, without limitation, contract, tort,
intellectual property, infringement or misappropriation, crime, fraudulent conveyance, workers’ compensation, product liability
or similar claim for injury to persons or property which arises out of or is based upon any express or implied warranty, representation
or agreement of the Pixorial or its employees or agents, or which is imposed by law or otherwise; and


 


(f)
any trade payables or other costs of operating the Business prior to the Closing Date.


 


2.
Purchase Price Consideration 


 


2.1
Purchase Price. Subject to the terms and conditions set forth in this Agreement, and in reliance on the representations,
warranties and covenants of the parties hereto, the Assets shall be sold by the Pixorial and shall be purchased by the Company
in exchange for 2,600,200 shares of the Company’s unregistered Common Stock, par value $.001 per share (the “Shares”).
The Shares shall be allocated among the Pixorial Shareholders and Secured Creditors as set forth on Schedule 2.1.


 


2.2
Allocation of Purchase Price. Schedule 2.2 hereof, which will be attached prior to the Closing Date, sets forth allocations
of the value of the Shares (the “Purchase Price Consideration”) among the Assets, which shall be used by the Parties
for purposes of reporting the applicable elements of the Transaction to the Internal Revenue Service (the “IRS”)
on Form 8594.


 


3.
Closing


 


3.1
Closing. The closing (the “Closing” or “Closing Date”) of the transactions contemplated
by this Agreement shall take place no later than July 15, 2016 at such place designated by the Company subject to the satisfaction
of all conditions precedent described in Sections 8 and 9 hereof.


 






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3.2
Procedure at the Closing. At the Closing, the parties agree to take the following steps in the order listed below (provided,
however, that upon their completion all of these steps shall be deemed to have occurred simultaneously):


 


(a)
Pixorial shall deliver to the Company evidence reasonably satisfactory to the Company that each of the conditions to the obligations
of the Company set forth in Section 8 of this Agreement has been satisfied and a certificate of an officer of Pixorial to such
effect;


 


(b)
The Company shall deliver to Pixorial evidence reasonably satisfactory to Pixorial that each of the conditions to the obligations
of Pixorial set forth in Section 9 of this Agreement has been satisfied and a certificate of an officer of the Company to such
effect;


 


(c)
Each of Pixorial and the Company shall deliver to the other a copy of the resolutions of its respective boards of directors, certified
by their respective Secretary or Assistant Secretary and, as to Pixorial, also the consent of its shareholders and the Secured
Creditors (as hereinafter defined), authorizing the transactions contemplated by this Agreement;


 


(d)
Each of Pixorial and the Company shall deliver to the other a good standing certificates (or certificate of status or compliance)
of such party (which is dated not more than 15 days prior to the Closing);


 


(e)
Pixorial shall deliver to the Company a Bill of Sale and Assignment conveying all its right, title and interest in and to the
Assets in the form attached hereto as Exhibit B, as well as such other customary instruments and documents and certificates
reasonably satisfactory to the Company as shall be sufficient to vest in the Company good, valid and marketable title to the Assets,
free and clear of all Liens;


 


(f)
The Company shall deliver the Shares within 5 business days after the Closing Date as provided for in Section 2.1; and


 


(g)
Each of the Company and Pixorial shall execute and deliver documents acknowledging receipt from the other, respectively, of the
Assets and the Shares.


 


4.
Representations and Warranties of Pixorial and Andres


 


In
order to induce the Company to enter into this Agreement and to consummate the transactions contemplated under this Agreement,
Pixorial and Andres, jointly and severely, make the following representations, warranties and covenants, each of which is relied
upon by Company in consummating the transactions contemplated hereby regardless of any other investigation made or information
obtained by the Company:


 


4.1
Organization, Power and Authority. Pixorial is a corporation duly organized, validly existing and in good standing under
the laws of Colorado and is duly registered, licensed or qualified to carry on its business in each jurisdiction in which in which
it conducts business or the ownership of their assets requires such registration, license or qualification. Pixorial has full
corporate power and authority (a) to own or lease its properties and to carry on its business as it is now being conducted, (b)
to enter into this Agreement and, subject to the Consents (as defined in Section 4.2) to assign, transfer and deliver the Assets
to the Company as provided in this Agreement, and (c) to perform the other transactions and agreements contemplated by this Agreement.


 


4.2
Consents. Except for the consents set forth in Schedule 4.2, including those of the Secured Creditors (the “Consents”),
no consent, action, permit, license, approval or authorization of is required or necessary to be obtained by Pixorial in connection
with the execution, delivery and performance of this Agreement.


 






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4.3
Good Title to and Condition of the Assets. Pixorial has good and marketable title to the Assets, free and clear of all
Liens. There are no unpaid taxes or other matters which are or could become a Lien on the Assets.


 


4.4
Acquired Intellectual Property. Schedule 1.1(a) sets forth a list of all of the Acquired Intellectual Property. Except
as set forth in Schedule 1.1(a), during the two (2) years preceding the date of this Agreement, to the knowledge of Pixorial and
Andres (i) no claim has been asserted or threatened against Pixorial to the effect that the operation of the Business or the use
or registration of the Acquired Intellectual Property infringes upon or conflicts with the rights of any person, (ii) no claim
has been asserted or notice of infringement given, by Pixorial against any person, and (iii) no restrictions exist relating to
the Acquired Intellectual Property in connection with their use for the operation of the Business.


 


4.5
Compliance With Laws; Litigation. There exist no violations of local laws or orders of any Governmental Authority in respect
of the Assets and the conduct of the Business, which could result in an effect reasonably likely to affect Pixorial, the Assets
or the Business, to the extent of $500.00 for any single item. There exist no actions, suits, claims, proceedings or inquiries
of a Governmental Authority pending or threatened relating to the Business or the Assets.


 


4.6
Litigation and Proceedings. Except as disclosed on Schedule 4.6, for the two year period prior to the date of this Agreement
and presently there are no actions, suits, proceedings, or investigations pending or, to the knowledge of Pixorial and Andres
after reasonable investigation, threatened by or against Pixorial or affecting Pixorial or the Assets, at law or in equity, before
any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. Neither
Pixorial nor Andres have any knowledge of any material default on their part with respect to any judgment, order, injunction,
decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality or of any circumstances
which, after reasonable investigation, would result in the discovery of such a default.


 


4.7
Information. The information concerning Pixorial set forth in this Agreement and the Schedules is complete and accurate
in all material respects and does not contain any untrue statements of a material fact or omit to state a material fact required
to make the statements made, in light of the circumstances under which they were made, not misleading. In addition, Pixorial and
Andres have fully disclosed in writing to Company (through this Agreement or the Schedules) all information relating to matters
involving Pixorial, its Business and assets or its present or past operations or activities which (i) indicated or may indicate,
in the aggregate, the existence of a greater than $500.00, (ii) have led or may lead to a competitive disadvantage on the part
of Pixorial or (iii) either alone or in aggregation with other information covered by this Section, otherwise have led or may
lead to a material adverse effect on Pixorial, the Assets, or the Business, its operations or activities as presently conducted
or as contemplated to be conducted after the Closing Date, including, but not limited to, information relating to governmental,
employee, environmental, litigation and securities matters and transactions with affiliates.


 


4.8
Securities Laws Representations.


 


(a)
Receipt of Information. Pixorial has received all documents, records, books and other information pertaining to the Shares
that has been requested by Pixorial, including without limitation, registration statements, information statements and other reports
filed by the Company with the SEC.


 


(b)
No Advertising. At no time was Pixorial presented with or solicited by any leaflet, newspaper or magazine article, radio
or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting
in connection with the transactions contemplated under this Agreement.


 






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(c)
Investment Experience. Pixorial acknowledges that the shares of the Shares are highly speculative in nature and Pixorial
has such sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks of
the investment. In connection with the delivery of the Shares, Pixorial has not relied upon the Company for investment, legal
or tax advice, or other professional advice, and has in all cases sought or elected not to seek the advice of its own personal
investment advisers, legal counsel and tax advisers. Pixorial is able to bear the economic risk and withstand a complete loss
of the investment and it can otherwise be reasonably assumed to have the capacity to protect its own interest in connection with
its investment in the Shares.


 


(d)
Investment Purposes. Pixorial is acquiring the Shares for its own account as principal, not as a nominee or agent, for
investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part
and no other person has a direct or indirect beneficial interest in the amount of Shares Pixorial is acquiring herein. Further,
Pixorial does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations
to such person or to any third person, with respect to the restricted Shares Pixorial is acquiring;


 


(e)
Restricted Securities. Pixorial understands that the Shares have not been, and will not be, registered under the Securities
Act (as hereinafter defined), and are being sold in reliance upon a specific exemption from the registration provisions of the
Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Pixorial’s
representations as expressed herein. Pixorial understands that the Shares are “restricted securities” under applicable
U.S. federal and state securities laws and that, pursuant to these laws, Pixorial must hold the Shares indefinitely until the
shares are registered with the SEC (as hereinafter defined) and qualified by state authorities, or an exemption from such registration
and qualification requirements is available. Pixorial acknowledges that the Company has no obligation to register or qualify the
Shares. Pixorial further acknowledges that if an exemption from registration or qualification is available, it may be conditioned
on various requirements imposed under Rule 144 (as hereinafter defined) and which the Company is under no obligation and may not
be able to satisfy. The foregoing provisions notwithstanding, the Company agrees that it shall take no action to cause the Shares
to become canceled, voided or revoked, or the issuance thereof to be voided or terminated. Furthermore, the Company agrees to
assist in the clearance of the Shares of restriction upon presentation of any Rule 144 application by Pixorial or its broker,
including, without limitation, (i) authorizing the Company’s transfer agent to remove the restrictive legend, (ii) expediting
the acquisition of a legal opinion from the Company’s authorized counsel at the Company’s expense, (iii) delivering
any additional documentation that may be required by Pixorial, its broker or the transfer agent in connection with the legend
removal request, including Rule 144 share representation letters and a resolution of the Board of Directors evidencing proper
issuance of the Shares, and (iv) cooperating and communicating with Pixorial, its broker and the transfer agent in order to clear
the Shares of restriction as soon as reasonably possible.


 


(f)
Legends. Pixorial understands that the Shares may bear one or all of the following legends:


 


(i)
“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED
FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”


 


(ii)
Any legend required by the securities laws of any state to the extent such laws are applicable to the Shares represented by the
certificate so legended.


 


For
purposes of this Agreement, the term “Rule 144” means Rule 144 promulgated by the Securities Exchange Commission
pursuant to the Securities Act, as such rule may be amended or interpreted from time to time, or any similar rule or regulation
hereafter adopted by the SEC having substantially the same purpose and effect as such rule; the term “SEC”
means the U.S. Securities and Exchange Commission, and the term “Securities Act” means the Securities Act of
1933, as amended, and the rules and regulations promulgated thereunder.


 






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5.
Representations and Warranties of the Company.


 


The
Company represents and warrants to Pixorial that:


 


5.1
Corporate Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws
of Nevada and has full corporate power and authority to perform the transactions and agreements contemplated by this Agreement.


 


5.2
Authorization; Binding Obligation: Consents. The execution, delivery and performance of this Agreement have been authorized
by all necessary corporate, shareholder and legal action on the part of the Company. This Agreement has been duly executed and
delivered by the Company and is the legal, valid and binding obligation of the Company enforceable against it in accordance with
its terms.


 


6.
Additional Covenants of Pixorial.


 


6.1
Conduct of Business Pending the Closing. After the execution and delivery of this Agreement and until the Closing, except
as otherwise permitted by this Agreement or as provided by the prior written consent of the Company:


 


(a)
Pixorial will not create or allow to any Liens to encumber the Assets.


 


(b)
Pixorial shall not lease, sell, transfer or otherwise dispose of any of the Assets.


 


6.2
Consents. Pixorial and Andres shall use their respective best efforts to obtain, so as not to delay the Closing, all consents,
approvals and authorizations necessary to effectuate the transactions contemplated by this Agreement, including the Consents of
the Secured Creditors, in the form acceptable to the Company.


 


6.3
Inconsistent Actions. Prior to the Closing, Pixorial will not (a) take any action inconsistent with its obligations under
this Agreement or which would hinder or delay consummation of the transactions contemplated hereby, or (b) enter into or conduct
any discussions or encourage, solicit, initiate or participate in discussions or negotiations with, or provide information to,
any other party concerning the transactions contemplated by this Agreement or otherwise with respect to the Assets or the Business
and shall promptly advise the Company of any solicitations with respect to such matters.


 


6.4
Notification. Between the date of this Agreement and the Closing Date, Pixorial shall promptly notify the Company in writing
if it becomes aware of any fact or condition which renders or will render any representation untrue or incorrect or breaches,
or will cause a breach of, any warranty or covenant made by Pixorial in this Agreement. Should any such fact or condition require
any change in the Schedules hereto, Pixorial shall deliver to the Company a supplement(s) to the Schedules specifying such change(s).
Delivery of such supplements shall be for information purposes only and shall not modify in any such respect any representation,
warranty, covenant or condition contained herein.


 


6.5
Confidentiality. Pixorial and Andres agree that each will, and will cause Pixorial’s other relevant officers, other
personnel and authorized representatives to, hold in strict confidence all information obtained from the Company or which relates
to this Agreement (other than information which is a matter of public knowledge or which has heretofore been or is hereafter published
in any publication for public distribution or filed as public information with any Governmental Authority other than a result
of a breach of this covenant) and will not, and will ensure that such other persons do not, disclose such information to others
without the prior written consent of the Company, provided that Pixorial may provide such data and information: (a) in connection
with obtaining any of the consents necessary to consummate the transactions contemplated by this Agreement; (c) in any filing
required of Pixorial by a regulatory authority; and (c) in response to legal process or applicable government regulations, but
only that portion of the data and information which, in the written opinion of Pixorial ’s counsel, is legally required
to be furnished and further provided that Pixorial notifies the Company of its obligation to provide such confidential information
and fully cooperates with the Company to protect the confidentiality of such data and information pursuant to the applicable provisions
of the U.S. Freedom of Information Act. If this Agreement is terminated for any reason, none of Pixorial, Andres or such other
persons shall use Company’s information and shall promptly return to the Company or destroy all tangible evidence thereof,
including copies, which have been furnished to Pixorial or such other persons.


 






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6.6
Acquired Intellectual Property. Pixorial agrees to execute on or before the Closing Date all necessary documents with respect
to the assignment of all Acquired Intellectual Property owned by Pixorial to Company (including, without limitation, registrations
and pending registrations thereof). Pixorial agrees that at any time from and after the Closing Date, upon the written request
of the Company, its successors, legal representatives or assigns they will use commercially reasonable efforts to communicate
with the Company, its successors, legal representatives and assigns all information known to them relating to the Acquired Intellectual
Property, and that it will execute and deliver any papers, make rightful oaths, testify in any legal proceedings, and perform
all other lawful acts reasonably deemed necessary or desirable by the Company, its successors, legal representatives or assigns,
to secure, convey or perfect the Company’s rights to the Acquired Intellectual Property and to enforce or defend the Company’s
and its assigns’ rights in and to the Acquired Intellectual Property or assist the Company, its successors, legal representatives
or assigns in obtaining or enforcing their rights to the Acquired Intellectual Property. Pixorial also agrees to promptly forward
to the Company Acquired Intellectual Property notices of renewal and all other correspondence related to such registrations or
applications received by Pixorial .


 


7.
Additional Covenants of the Company.


 


7.1
Consents. The Company shall use commercially reasonable efforts to obtain, so as not to delay the Closing, all consents,
approvals and authorizations necessary to effectuate the transactions contemplated by this Agreement, including the Consents and
consents of the Secured Creditors; provided, however, that nothing herein shall obligate the Company to pay any fees for
such assignment of the Contracts.


 


7.2
Confidentiality. The Company agrees that it will, and will cause its officers, other personnel and authorized representatives
to, hold in strict confidence all data and information obtained from Pixorial (other than information which is a matter of public
knowledge or which has heretofore been or is hereafter published in any publication for public distribution or filed as public
information with any Governmental Authority other than a result of a breach of this covenant) and will not, and will ensure that
such other persons do not, disclose such information to others without the prior written consent of Pixorial, provided that the
Company may provide such data and information: (a) to any financial institution, investment banking firm, banking institution
or investors providing financing or contemplating providing financing to the Company for the purposes hereof; (b) in connection
with obtaining any of the consents necessary by a regulatory authority; and (d) in response to legal process or applicable government
regulations, but only that portion of the data and information which, in the written opinion of the Company, is legally required
to be furnished and further provided that the Company notifies Pixorial of its obligation to provide such confidential information
and fully cooperates with Pixorial to protect the confidentiality of such data and information pursuant to the applicable provisions
of the Freedom of Information Act. If this Agreement is terminated for any reason, the Company and such other persons shall not
use Pixorial information and shall promptly return to Pixorial or destroy all tangible evidence thereof, including copies, which
have been furnished to the Company or such other persons.


 


8.
Conditions to the Obligations of the Company.


 


The
obligation of the Company to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment at
or prior to the Closing of each of the following conditions:


 


8.1
Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of Pixorial
and Andres in this Agreement shall be true and correct in all material respects on the date of this Agreement and on the Closing
Date. Pixorial and Andres shall have performed and complied with all of their respective obligations required by this Agreement
to be performed or complied with at or prior to the Closing and shall have delivered to the Company copies of resolutions adopted
by the board of directors and, if necessary, shareholders of Pixorial authorizing the transactions contemplated by this Agreement,
as well as any consents required to consummate such transactions and completed its undertaking set forth in Section 6.


 






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8.2
No Adverse Action. There shall not be pending or threatened any action before any court or other Governmental Authority
which shall seek to prohibit or invalidate the delivery of the Assets to the Company, or which might adversely affect the right
of the Company to operate the Business. The Business shall not have been materially affected by any event or circumstance after
the date of this Agreement.


 


8.3
Certified Resolutions. Pixorial shall have delivered to the Company copies of resolutions adopted by the board of directors
of Pixorial and its shareholders authorizing the transactions contemplated by this Agreement, certified as of the Closing by a
Secretary or Assistant Secretary of Pixorial.


 


8.4
Receipt of Necessary Consents. All consents, waivers, estoppel letters, authorizations or approvals of third parties and
governmental entities with respect to any of the transactions contemplated by this Agreement, including, without limitation, consent
of the Secured Creditors, the Pixorial Shareholders, consent to assignment of the Contracts, with such amendments to the Contracts
as the Company deems appropriate, where required shall have been obtained and confirmed by written evidence reasonably satisfactory
to the Company. In the event any necessary consent and/or amendment is not obtained prior to the Closing and the Company elects
to close this transaction, the same shall not constitute a waiver of the Company’s rights and Pixorial and Andres will nonetheless
(a) continue to use commercially reasonable efforts to obtain the necessary consents and/or amendment, and (b) cooperate with
the Company in any interim arrangement necessary to obtain for the Company the practical benefits of the Contracts or other arrangement
for which the consent has not been obtained.


 


8.5
Searches. Pixorial shall have delivered to the Company prior to the Closing Date the results of a lien, bankruptcy, judgment
and litigation searches dated no earlier than 10 days prior to the date of delivery thereof to the Company with respect to Pixorial
and the Assets.


 


8.6
Discharge of Liens. Pixorial shall have delivered to the Company evidence in form and substance satisfactory to the Company
and the Company’s counsel that all Pixorial ’s Obligations and Liens affecting the Assets have been discharged in
full.


 


8.7
Lock-Up Agreement. The shareholders of Pixorial (the “Pixorial Shareholders”) and the Secured Creditors shall
have entered into a Lock-Up Agreement in the form attached hereto as Exhibit C.


 


8.8
Pixorial Shareholder Consent. Pixorial shall have received the written consent of the Pixorial Shareholders, in a form
satisfactory to both Pixorial and the Company, authorizing the sale of the Assets in exchange for the Shares as set forth in Section
2.1 which consent shall include an acknowledgement by the Shareholders of the Securities Laws Representations set forth in Section
4.8.


 


8.9
Secured Creditor Debt. Siena Pier Ventures 2007 Fund, LLP and Siena Pier Ventures, LLC (the “Secured Creditors”)
the holders of certain indebtedness of the Company in the principal amount of $2,025,000 (the “Siena Debt”) shall
have agreed to exchange the principal amount and accrued interest of the Siena for the number of shares of the Company’s
common stock set forth in Schedule 2.1.


 






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9.
Conditions to Obligations of Pixorial and Andres.


 


The
obligations of Pixorial and Andres to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment
at or prior to the Closing Date of each of the following conditions:


 


9.1
Accuracy of Representations and Warranties and Compliance with Obligations. The representations and warranties of the Company
in this Agreement shall be true and correct in all material respects on the date of this Agreement and on the Closing Date. The
Company shall have performed and complied with all of its obligations required by this Agreement to be performed or complied with
at or prior to the Closing and shall have delivered to Pixorial copies of resolutions adopted by the board of directors of Pixorial
authorizing the transactions contemplated by this Agreement.


 


9.2
Certified Resolutions. The Company shall have delivered to Pixorial copies of resolutions adopted by the board of directors
of the Company authorizing the transactions contemplated by this Agreement, certified as of the Closing by a proper officer of
the Company.


 


9.3
Delivery of the Shares. Pixorial or its Shareholders shall have received the number Shares set forth next to their names
on Schedule 2.1 as provided for in this Agreement.


 


9.4
Stock Option Agreement Amendment. The Company shall have amended the Stock Option Agreement awarded to Andres as of November 1,
2015 for 6,000,000 shares of the Company’s common stock by reducing the Option Exercise Price from $0.20 per share to $0.10
per share.


 


10.
Certain Actions After the Closing. 


 


10.1
Further Assurances. After the Closing, upon the reasonable request of the other, each party shall execute and deliver all
further documents and instruments and shall take such other steps as may be reasonably necessary to effectuate the transactions
contemplated hereby. In addition, each party shall cooperate with and provide information, records, documents and assistance with
respect to claims or liabilities that may arise after the Closing.


 


10.2
Cooperation. Andres will cooperate with Company to the fullest extent possible without further compensation (but in no
event more than five hours each 30 days) for a period of up to 90 days after Closing Date as may be reasonably required by Company
with respect to the operation of Pixorial ’s business. The Company will designate an officer or other management person
to act as a liaison with Andres to obtain his cooperation in this regard.


 


11.
Indemnification.


 


11.1
Indemnity by Pixorial and Andres. Subject to the limitation provided for in Section 11.3(b), Pixorial and Andres, jointly
and severally, agree to indemnify and hold the Company and its officers, directors, employees, agents and affiliates (collectively,
the “Company Indemnitees”) harmless from all Company Indemnified Liabilities. For this purpose, “Company
Indemnified Liabilities” shall mean all suits, proceedings, claims, expenses, losses, costs, liabilities, judgments,
deficiencies, assessments, actions, investigations, penalties, fines, settlements, interest and damages (including reasonable
attorneys’ fees and expenses), whether suit is instituted or not and, if instituted, whether at any trial or appellate level,
and whether raised by the parties hereto or a third party, incurred or suffered by the Company Indemnitees or any of them arising
from, in connection with or as a result of (a) any false or inaccurate representation or warranty made by or on behalf of Pixorial
or Andres in or pursuant to this Agreement; (b) any default or breach in the performance of any of the covenants or agreements
made by Pixorial or Andres in or pursuant to this Agreement; (c) any default or breach in the performance of any of the covenants
or agreements made by Andres in or pursuant to the Consulting Agreement; (d) the operation of the Assets and the Business prior
to the Closing Date; (e) any Pixorial ’s Obligations; and (f) any obligation or liability of Pixorial which Company has
not assumed.


 


11.2
Indemnity by the Company. The Company agrees that it will indemnify and hold Pixorial and its officers, directors, employees
and agents, including Andres harmless (collectively, the “Pixorial Indemnitees”) from all Pixorial Indemnified
Liabilities. For this purpose, “Pixorial Indemnified Liabilities” incurred by Pixorial means all suits, proceedings,
claims, expenses, losses, costs, liabilities, judgments, deficiencies, assessments, actions, investigations, penalties, fines,
settlements, interest and damages (including reasonable attorneys’ fees and expenses), whether suit is instituted or not
and, if instituted, whether at any trial or appellate level, and whether raised by the parties hereto or a third party, incurred
or suffered by Pixorial or Andres, arising from, in connection with or as a result of (a) any false or inaccurate representation
or warranty made by or on behalf of the Company in or pursuant to this Agreement; (b) any default or breach in the performance
of any of the covenants or agreements made by the Company in this Agreement; or (c) the operation of the Business or the Assets
after the Closing Date.


 






    	 	- 9 -	 



    	 		 



    

 


11.3
Procedure for Indemnification.


 


(a)
In the event any person or entity not a party to this Agreement shall make any demand or claim or file or threaten to file or
continue any lawsuit, which demand, claim or lawsuit may result in Company Indemnified Liabilities or Pixorial Indemnified Liabilities,
as the case may be, the indemnified party shall give written notice to such effect to the indemnifying party promptly upon becoming
aware thereof. In such event, the indemnifying party shall assume full control of the defense thereof and hire counsel (which
counsel shall be reasonably satisfactory to the indemnified party) to defend any such demand, claim or lawsuit (provided, however,
that the failure to give such Notice shall not relieve the indemnifying party of its obligations hereunder). The indemnified party
shall be permitted to participate in such defense at its sole cost and expense, provided that if the indemnifying party proposes
that the same counsel represent both the indemnified party and the indemnifying party and representation of both parties by the
same counsel would be inappropriate due to actual or potential differing interests between them, then the indemnified party shall
have the right to retain its own counsel at the cost and expense of the indemnifying party. In the event that the indemnifying
party shall fail to respond within 20 days after receipt of the notice from the indemnified party of any such demand, claim or
lawsuit, then the indemnified party may retain counsel and conduct the defense of such demand, claim or lawsuit, as it may in
its sole discretion deem proper, at the sole cost and expense of the indemnifying party.


 


(b)
With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid in advance
of settlement or final adjudication thereof on a current basis within 30 days of receipt from the indemnified party of such supporting
documentation as the indemnifying party may reasonably request. The Company shall have the right to set off the Company Indemnified
Liabilities against the Shares issuable pursuant to this Agreement and the Company’s common stock issuable pursuant to the
stock options provided for in the Consulting Agreement (the “Option Shares”). The obligations of Pixorial and Andres
pursuant to this Section 11 to indemnify the Company for the Company Indemnified Liabilities shall be limited to the Company’s
right to set off such amounts against the Shares and the Option Shares.


 


11.4
Limitations; Survival. The representations, warranties and covenants of the parties shall survive the Closing for a period
of three (3) years from the Closing Date, in each such case notwithstanding any investigation made by or on behalf of the Company
or Pixorial.


 


12.
Termination.


 


12.1
Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned, but not later
than the Closing Date:


 


(a)
by mutual written consent of the Company and Pixorial;


 


(b)
by the Company, in its sole discretion, if any of the representations or warranties of Pixorial contained herein are not in all
material respects true, accurate and complete or if Pixorial breaches or fails to comply with any covenant or agreement contained
herein and Pixorial or Andres fails to cure such breach within 10 days of prior written notice;


 


(c)
by Pixorial , in its sole discretion, if any of the representations or warranties of the Company contained herein are not in all
material respects true, accurate and complete or if the Company breaches or fails comply with any covenant or agreement contained
herein and the Company fails to cure within 10 days of prior written notice;


 






    	 	- 10 -	 



    	 		 



    

 


(d)
by the Company, as provided in Section 6.4 hereof; or


 


(e)
by either party upon written notice to the other in the event that the Closing has not occurred by July 15, 2016, for any reason
other than the failure of the party seeking to terminate this Agreement to perform its obligations hereunder or a breach of a
representation or warranty by such party herein.


 


12.2
Effect of Termination. In the event of a termination of this Agreement pursuant to Section 12.1, written notice thereof
shall promptly be given to the other party hereto and this Agreement shall terminate and the transactions contemplated hereby
shall be abandoned without further action by the other party hereto. Notwithstanding such termination, each party shall have the
right to seek damages with respect to such termination, and shall not be precluded by the exercise of such termination right from
pursuing, subject to the terms of this Agreement and applicable law, any cause of action or other claim it may then or at any
time thereafter have against the other party in respect of any breach or default by the other party hereunder.


 


13.
Miscellaneous.


 


13.1
Amendment and Modification; Assignment; Binding Effect. This Agreement may only be amended by written instrument signed
by the parties hereto. No waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby.
No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof
(whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. Pixorial or
Andres shall not assign its rights or delegate its duties hereunder without the prior written consent of the Company. This Agreement
shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.


 


13.2
Entire Agreement. This Agreement and the schedules and exhibits attached hereto constitute the entire agreement of the
parties with respect to the sale of the Assets and the other transactions contemplated in this Agreement, and supersede all prior
understandings, agreements and oral representations and warranties of the parties with respect to the subject matter of this Agreement.


 


13.3
Execution in Counterparts, Electronic Transmission. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original. The signature of any party to this Agreement which is transmitted by any reliable electronic
means such as, but not limited to, a photocopy, electronically scanned or facsimile machine, for purposes hereof, is to be considered
as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature
or an original document.


 


13.4
Notices. Any notice, request, information or other document to be given hereunder to any of the parties by any other party
shall be in writing and shall be either hand delivered, delivered by email, mailed by overnight delivery service or by registered
or certified mail (postage prepaid), return receipt requested, addressed to:


 


	 	If
                                         to Pixorial or Andres:

         

        Andres
        Espineira, CEO

        Pixorial,
        Inc.

        18555
        E. Smoky Hill Rd., #461749

        Aurora,
        CO 80015-3105

         

        Email:
        espineira@spv.email

         

         
	If
                                         to Company:

         

        Lifelogger
        Technologies Corp.

        11380
        Prosperity Farms Rd., Ste. 221E

        Palm
        Beach Gardens, FL 33410

        Attention:
        Stewart Garner, CEO

         

        email:
        stew@lifelogger.com

         

        With
        a copy to:

         

        Laura
        Anthony, Esq.

        Lazarus
        Rothstein, Esq.

        Legal
        & Compliance, LLC

        330
        Clematis Street, Suite 217

        West
        Palm Beach, FL 33401

        Email:
        lanthony@legalandcompliance.com

        lrothstein@legalandcompliance.com



 






    	 	- 11 -	 



    	 		 



    

 


Any
such notice shall be deemed delivered (a) on the date delivered if by personal delivery or by facsimile, or (b) on the date upon
which the return receipt is signed or delivery is refused or not deliverable, as the case may be, if mailed. Any party may change
the address to which notices under this Agreement are to be sent to it by giving written notice thereof.


 


13.5
Governing Law. This Agreement will be governed in all respects by the internal laws of the State of Florida (without giving
effect to the conflicts of law principles thereof).


 


13.6
Service of Process; Jurisdiction; Waiver of Jury Trial Rights.


 


(a)
Each of the parties hereto irrevocably consents to the service of any process, pleading, notices or other papers by the mailing
of copies thereof by any means permitted pursuant to Section 13.4 above or by any other method provided or permitted under Florida
law.


 


(b)
Each party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any state or federal court sitting
in Palm Beach County, Florida over any suit, action or proceeding arising out of or relating to this Agreement. Each party hereby
irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in
any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient
forum. Each party hereby agrees that a final judgment in any such suit, action or proceeding brought in any such court shall be
conclusive and binding upon such party and may be enforced in any other courts to whose jurisdiction such party is or may be subject,
by suit upon such judgment.


 


(c)
Each party hereto specifically waives any right it might otherwise have to a jury trial with respect to any matter arising under
this Agreement.


 


13.7
Attorneys’ Fees. If any party to this Agreement brings an action to enforce or interpret its rights arising out of
or relating to this Agreement, the prevailing party shall be entitled to recover its costs and expenses, including reasonable
attorneys’ fees, incurred in connection with such action, including any appeal of such action.


 


13.8
Severability. If any court, arbitrator or administrative agency of a competent jurisdiction finds any provision of this
Agreement is illegal, invalid or unenforceable but would be legal, valid or enforceable if some part or parts of it were deleted
or modified, or if the period or area of application were reduced, then such provision shall apply automatically with such modification
as is necessary to make it legal, valid and enforceable under applicable laws, and otherwise this Agreement shall continue in
full force and effect.


 


13.9
Injunctive Relief. Each party acknowledges and agrees that a breach by either party of any of the covenants or agreements
contained herein will result in irreparable and continuing damage to the other party for which there will be no adequate remedy
at law. Accordingly, each party hereto agrees that such other party shall be entitled to injunctive relief and/or a decree for
specific performance, (without need to post a bond or other security), in addition to all such other relief as may be proper (including
monetary damages if appropriate) at law or in equity.


 


13.10
Interpretation. Each party hereto has reviewed, and has had an adequate opportunity to have its attorney review, this Agreement.
Any controversy over construction of this Agreement shall be decided without regard to events of authorship or negotiation.


 


13.11
Expenses. Except as otherwise provided in this Agreement, all legal, accounting and other costs and expenses incurred in
connection with this Agreement and transactions contemplated by this Agreement shall be paid by the party incurring the expenses.


 


13.12
Waiver. Any party to this Agreement may extend the time for or waive the performance of any of the obligations of the other,
waive any inaccuracies in the representations or warranties by the other, or waive compliance by the other with any of the covenants
or conditions contained in this Agreement. Any such extension or waiver shall be in writing and signed by an officer of the waiving
party. No such waiver shall operate or be construed as a waiver of any subsequent act or omission of the parties.


 


[This
space intentionally blank. Signature page follows.]


 






    	 	- 12 -	 



    	 		 



    







 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


 


	COMPANY:	 	PIXORIAL:
	 	 	 
	Lifelogger
    Technologies Corp.	 	Pixorial,
    Inc.
	a
    Nevada corporation 	 	a
    Colorado corporation
	 	 	 	 	 
	By:	/s/
    Stewart Garner	 	By:	/s/
    Andres Espineira
	 	Stewart
    Garner	 	Name:	Andres
    Espineira
	 	Chief
    Executive Officer	 	Title:	Chairman
    & CEO
	 	 	 	 	 
	 	 	 	ANDRES:
	 	 	 	 
	 	 	 	/s/
    Andres Espineira
	 	 	 	Andres
    Espineira


 






    	 	- 13 -	 



    	 		 



    

 





INDEX TO EXHIBITS


 


	Exhibit
    A 	Assets
	Exhibit B	Bill of Sale and Assignment
	Exhibit C	Form of Lock-Up Agreement


   


INDEX TO SCHEDULES


 


	Schedule
    1.1(a) 	Acquired Intellectual
    Property
	Schedule 2.1	Allocation of Shares
	Schedule 2.2 	Allocation of Purchase
    Price 
	Schedule 4.2	Consents
	Schedule 4.6	Litigation and Proceedings


 






    	 	- 14 -	 



    	 		 



    



  


Exhibit “A”


LIST OF ASSETS


 


1.
List of users and customers of pixorial.com


 


2.
Trademarks:


 


a.
What’s Your Story ®  (Registration: #4233467 Principal) 


 



    	 	- 15 -	 



    	 		 



     


Exhibit “B”


 


BILL OF SALE AND
ASSIGNMENT


 


This BILL OF SALE AND
ASSIGNMENT (the “Bill of Sale”), dated this __ day of ____, 2016, is from PIXORIAL, INC., a Colorado corporation (the
“Seller”) to LIFLOGGER TECHNOLOGIES CORP., a Nevada corporation (the “Buyer”).


 


NOW, THEREFORE, pursuant
to the terms of the Amended and Restated Asset Purchase Agreement dated as June 20, 2016 between Seller, Andres Espiniera and
Buyer (the “Purchase Agreement”) and in consideration of the issuance of 2,600,200 shares of the Buyer’s common
stock as provided for the Purchase Agreement and such other good and valuable consideration, the receipt and sufficiency of which
are hereby conclusively acknowledged, the parties hereto hereby agree as follows. Capitalized terms used but not defined herein
have the meaning given them in the Purchase Agreement.


 


1. The Seller hereby sells,
grants, conveys, assigns, transfers and delivers to Buyer all of Seller’s right, title, and interest in and to the Assets,
free and clear of all liens, mortgages, pledges, options, claims, security interests, conditional sales contracts, title defects,
encumbrances, charges and other restrictions of every kind (collectively, the “Liens”). Such sale, transfer, conveyance
and assignment shall be effective on the date hereof (the “Effective Date”).


 


2. Buyer hereby absolutely
accepts and assumes to be solely liable and responsible for the liabilities associated with the ownership after the Closing Date
of the Assets. Except as set forth above, Buyer is not assuming any liabilities or obligations of Seller whatsoever, and the Seller
shall continue to be fully responsible for those liabilities and obligations.


 


3. The Seller covenants
and agrees that in the event that (i) the Assets or other rights covered in this Bill of Sale cannot be transferred or assigned
by it without the consent of or notice to a third party and in respect of which any necessary consent or notice has not as of
the date hereof been given or obtained, or (ii) the Assets or rights are non-assignable by their nature and will not pass by this
Bill of Sale, the beneficial interest in and to the same will in any event pass to the Buyer, as the case may be; and the Seller
covenants and agrees (in each case without any obligation on the part of the Seller to incur any out-of-pocket expenses) (a) to
hold, and hereby declares that it holds, such property, Assets or rights in trust for, and for the benefit of, the Buyer, (b)
to cooperate with the Buyer in the Buyer’s efforts to obtain and to secure such consent and give such notice as may be required
to effect a valid transfer or transfers of such Assets or rights, (c) to cooperate with the Buyer in any reasonable interim arrangement
to secure for the Buyer the practical benefits of such Assets pending the receipt of the necessary consent or approval, and (d)
to make or complete such transfer or transfers as soon as reasonably possible.


 


4. The Seller further
agrees (without any obligation on the part of the Seller to incur any out-of-pocket expenses) that it will at any time and from
time to time, at the request of the Buyer, execute and deliver to the Buyer any and all other and further instruments and perform
any and all further acts reasonably necessary to vest in the Buyer the right, title and interest in or to any of the Assets which
this instrument purports to transfer to the Buyer.


 


5. Any individual, partnership,
corporation or other entity may rely, without further inquiry, upon the powers and rights herein granted to the Buyer and upon
any notarization, certification, verification or affidavit by any notary public of any state relating to the authorization, execution
and delivery of this Bill of Sale or to the authenticity of any copy, conformed or otherwise, hereof.


 


6. All of the terms and
provisions of this Bill of Sale will be binding upon the Seller and its successors and assigns and will inure to the benefit of
the Buyer and its successors and assigns.


 


7. This Agreement shall
be governed by the laws of the State of Florida, without regard to conflicts of law principles thereunder.


 



    	 	- 16 -	 



    	 		 



     


8. This Bill of Sale is
being delivered in connection with the Closing under the Purchase Agreement and is made subject to the provisions of the Purchase
Agreement. In the event of any conflict or inconsistency between this Bill of Sale and the Purchase Agreement, the Purchase Agreement
shall be the controlling document.


 


9. This Bill of Sale may
be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


 


IN WITNESS WHEREOF,
each of the parties has caused this Bill of Sale and Assignment to be executed as of the date and year first set forth above.


 


	 	PIXORIAL, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	LIFELOGGER TECHNOLOGIES CORP.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: 	 


 



    	 	- 17 -	 



    	 		 



     


Exhibit “C”


 


FORM OF LOCK-UP AGREEMENT


 


This Lock-Up Agreement
(this “Agreement”) is dated as of __________, 2016 and made by the shareholder set forth on the signature
page to this Agreement (the “Holder”). Any and all capitalized terms used but not otherwise defined
herein shall have the meaning ascribed to such terms in the Asset Purchase Agreement (as defined below).


 


WHEREAS, each of Lifelogger
Technologies Corp. (the “Company”), Pixorial, Inc. (“Pixorial”) and Andres Espiniera, have entered into
an Amended and Restated Asset Purchase Agreement dated June 20, 2016 (the “Asset Purchase Agreement” )
that provides for the Company’s purchase of Pixorial’s assets and extinguishment of certain debts; and


 


WHEREAS, the execution
and delivery of this Agreement by the undersigned is a condition to the closing of the Asset Purchase Agreement.


 


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


 


1. Representations
and Warranties. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter
into this Agreement. This Agreement and the terms, covenants, provisions and conditions hereof shall be binding upon, and shall
inure to the benefit of, the respective heirs, successors and assigns of the parties hereto.


 


2. Lock-Up. Following
the Closing, the undersigned will not, directly or indirectly:


 


(a) offer for sale, sell,
pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in
the disposition by any person at any time in the future of) any shares of the Company or any other securities convertible into
or exercisable or exchangeable for shares of the Company, in each case which are beneficially owned and/or acquired as of the
date of this Agreement or underlying any security acquired as of the date of this Agreement, or any other shares of the Company
that may be acquired by the Holder under the terms of the Asset Purchase Agreement (collectively, the “Shares “),
including, without limitation, Shares that may be deemed to be beneficially owned by the undersigned in accordance with the rules
and regulations of the U.S. Securities and Exchange Commission and Shares that may be issued upon exercise of any options or warrants,
or securities convertible into or exercisable or exchangeable for Shares;


 


(b) enter into any swap
or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership
of Shares, whether any such transaction is to be settled by delivery of Shares or other securities, in cash or otherwise; or


 


(c) publicly disclose
the intention to do any of the foregoing.


 


3. Release of Lock-Up,
Exclusions. The restrictions on the actions set forth in Sections 2(a) through (c) above shall expire with respect to: one-third
(1/3) of the Shares on the one (1) year anniversary of the Closing; (ii) one-third (1/3) of the Shares on the two (2) year anniversary
of the Closing and (iii) one-third (1/3) of the Shares on the three (3) year anniversary of the Closing. Furthermore, such restrictions
shall not apply to: (i) transfers of Shares as a bona fide gift; (ii) transfers of Shares to any trust, partnership, limited liability
company or other entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned; (iii)
transfers of Shares to any beneficiary of the undersigned pursuant to a will, trust instrument or other testamentary document
or applicable laws of descent; (iv) transfers of Shares to the Company by way of repurchase or redemption; (v) transfers of Shares
to any Affiliate of the undersigned; (vi) transfers of Shares by the undersigned that are in compliance with applicable federal
and state securities laws; or (vii) transfer of Shares by the undersigned pursuant to an underwritten secondary offering provided
that, in the case of any transfer or distribution pursuant to clause (i), (ii), (iii), (v) or (vi) above, each donee, distributee
or transferee shall sign and deliver to the Company, prior to such transfer, a lock-up agreement substantially in the form of
this Agreement. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage,
domestic partnership or adoption, not more remote than first cousin.


 



    	 	- 18 -	 



    	 		 



     


4. Right to Decline
Transfer. The Company and its transfer agent on its behalf are hereby authorized (a) to decline to register any transfer of
securities if such transfer would constitute a violation or breach of this Agreement and (b) to imprint on any certificate representing
Shares a legend describing the restrictions contained herein.


 


5. Notices. Unless
otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Agreement will be in
writing and will be given in accordance with the notice provisions of the Asset Purchase Agreement, provided that the address
for notices to the Holder shall be as set forth on the signature page hereto.


 


6. Counterparts.
This Agreement may be executed in facsimile and in any number of counterparts, each of which when so executed and delivered shall
be deemed an original, but all of which shall together constitute one and the same agreement.


 


7. Severability.
If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision will be conformed to
prevailing law rather than voided, if possible, in order to achieve the intent of the parties and, in any event, the remaining
provisions of this Agreement shall remain in full force and effect and shall be binding upon the parties hereto.


 


8. Amendment. This
Agreement may be amended or modified by written agreement executed by the undersigned and the Company.


 


9. Further Assurances.
Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


10. Governing Law.
The terms and provisions of this Agreement shall be construed in accordance with the laws of the State of Florida.


 


IN WITNESS WHEREOF, the
undersigned has caused this Agreement to be duly executed as of the date first indicated above.


 


	HOLDER:	 	 
	 	 	 
	 	 	By:
	 	 	Print Name:
	 	 	Print Title (if applicable):
	 	 	Name of Entity (if applicable):
	 	 	 
	 	 	Address:
	 	 	 
	 	 	Date:


 



    	 	- 19 -	 



    	 		 



     


SCHEDULE 1.1(a)


ACQUIRED INTELLECTUAL
PROPERTY


 


1.
Trademarks:


 


a. What’s
Your Story ®  (Registration: #4233467 Principal) 


 



    	 	- 20 -	 



    	 		 



     


SCHEDULE 2.1


ALLOCATION OF SHARES


 


	First Name	 	Last Name	 	No. of Shares	 
	Pixorial Shareholders	 	 	 	 
	Andres	 	Espineira	 	 	100,000	 
	Gina	 	Miccio	 	 	30,000	 
	Justin	 	Van Dyke	 	 	5,000	 
	Tim	 	Schreiner	 	 	5,000	 
	Terry	 	Brown	 	 	4,000	 
	Dan	 	Logan	 	 	3,000	 
	Aron	 	Bohl	 	 	2,500	 
	Helen	 	Irza	 	 	2,500	 
	Phil	 	Beadle	 	 	1,300	 
	Miroslav	 	Wiesner	 	 	2,000	 
	Dean	 	Grenier	 	 	1,800	 
	Brigitte	 	Ulrich-Twitty	 	 	1,700	 
	Morgan	 	Davies	 	 	900	 
	Joel	 	Cooper	 	 	800	 
	Judy	 	Logan	 	 	800	 
	Erik	 	Van Lankvelt	 	 	600	 
	Jason	 	Damata	 	 	500	 
	Creditors	 	 	 	 
	Siena Pier Ventures, LLC	 	 	182,500	 
	Siena Pier Ventures 2007 Fund LLLP	 	 	2,255,300	 
	Total	 	 	 	 	2,600,200	 


 



    	 	- 21 -	 



    	 		 



     


SCHEDULE 2.2


ALLOCATION OF PURCHASE
PRICE


 


[To be provided at or prior to Closing.]


 



    	 	- 22 -	 



    	 		 



     


SCHEDULE 4.2


CONSENTS


 


	1.	Consent
    of Siena Pier Ventures 2007 Fund, LLLP related to that certain Convertible Promissory Note dated June 27, 2008, as amended
    pursuant to the Amendment dated as of February 2, 2010 in the principal amount of $1,400,000.00 as of January 12, 2010.
	 	 
	2.	Consent
    of Siena Pier Ventures, LLC related to that certain Senior Promissory Note dated June 2015 in the principal amount of up to
    $825,000.00.


 



    	 	- 23 -	 



    	 		 



     


SCHEDULE 4.6


LITIGATION AND PROCEEDINGS


 


None.


 



    	 	- 24 -