Exhibit 10.1


 


TRANSITION
SERVICES AGREEMENT


 


THIS
TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of December 15, 2021 (the “Effective Date”),
is made and entered into by and between Logiq, Inc., a Delaware corporation (“Logiq”), and Lovarra, a Nevada corporation
and majority-owned subsidiary of GoLogiq LLC which is a wholly-owned subsidiary of Logiq (“Lova”). Each of Logiq and
Lova may be referred to herein individually as a “Party” and collectively as the “Parties.” For
purposes of this Agreement, capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such
terms in the Master Distribution Agreement (as defined below).


 


RECITALS


 


WHEREAS,
Logiq operates two distinct business units, (i) a platform (operated as CreateApp), which allows small-to-medium sized businesses (“SMBs”)
to establish their point-of-presence on the web (“AppLogiq Business”), and (ii) a digital marketing analytics business
that offers proprietary data management, audience targeting and other digital marketing services that improve an SMB’s discovery
and branding within the vast e-commerce landscape (“DataLogiq Business”);


 


WHEREAS,
the Board of Directors of Logiq (the “Logiq Board”) has determined that it is advisable and in the best interests
of Logiq and Logiq’s stockholders to separate AppLogiq’s businesses from that of Logiq standing along, creating two independent
publicly traded companies (the “Distribution”);


 


WHEREAS,
to effectuate the Distribution, Logiq and Lova have entered into a Master Distribution Agreement, dated as of December 15, 2021 (the
“Master Distribution Agreement”); and


 


WHEREAS,
to facilitate and provide for an orderly transition in connection with the Distribution, the Parties desire to enter into this Agreement
to set forth the terms pursuant to which each of the Parties shall provide Services to the other Party for a transitional period;


 


NOW,
THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree
as follows:


 


Article
I. SERVICES


 


		Section
                          1.01 	Services.





 


		(a)	With
                                            respect to each applicable service set forth on Schedule 1 hereto (the “Services”),
                                            the Party identified on Schedule 1 hereto as the “Provider” of such Service agrees
                                            to provide, or to cause one or more members of its Group to provide, such Service to the
                                            other Party (the “Recipient”), or any members of the Recipient’s
                                            Group, in each case for the period commencing on the Effective Date and ending on the earlier
                                            of (i) the date that a Party terminates the provision of such Service pursuant to Section
                                            4.02 and (ii) the date set forth on Schedule 1 with respect to such Service (the “Service
                                            Period”). The Parties acknowledge and agree that the “Service” as described
                                            on Schedule 1 may be amended or modified, or added to with greater specificity, by the Parties
                                            following the Effective Date, via a revision of such Schedule 1 duly executed by an authorized
                                            officer of each of the Parties.



 






     


     


    

 


		(b)	At
                                            any time during the term of this Agreement, either Party may request that the other Party
                                            provide or cause its Group to provide additional services hereunder (the “Additional
                                            Services”) by providing written notice of such request, it being understood that
                                            the Party that receives such request may in its sole discretion decline to provide such requested
                                            Additional Services. If a Provider agrees to undertake to provide the Additional Services,
                                            upon the mutual written agreement as to the nature, cost, duration and scope of such Additional
                                            Services, Logiq and Lova shall supplement in writing the Services set forth on Schedule 1
                                            to include such Additional Services. Except where the context otherwise indicates or requires,
                                            any such Additional Services specified on Schedule 1 or so agreed upon in writing by the
                                            Parties shall be deemed to be “Services” under this Agreement.



 


		Section
                          1.02	Performance
                                            of Services.





 


		(a)	The
                                            Provider shall perform, or shall cause one or more members of its Group to perform, all Services
                                            to be provided by the Provider in a manner that is based on its past practice and that is
                                            substantially similar in all material respects to such Services (or analogous services) provided
                                            by or on behalf of Logiq or any of its Subsidiaries with respect to the AppLogiq Business
                                            or DataLogiq Business, as applicable, during the twelve (12) months prior to the Effective
                                            Date (collectively referred to as the “Level of Service”).



 


		(b)	Nothing
                                            in this Agreement shall require the Provider to perform or cause to be performed any Service
                                            to the extent that the manner of such performance would constitute a violation of any applicable
                                            Law or any existing contract or agreement with a Third Party. As between the Parties, the
                                            Provider shall be the party that determines, in its sole discretion, whether to communicate
                                            with and shall be the party that communicates with Third Parties in connection with any necessary
                                            Third Party consents required under any existing contract or agreement with a Third Party
                                            to allow the Provider to perform, or cause to be performed, Services to be provided to the
                                            Recipient hereunder, with any such communications to be in the sole discretion of Provider.
                                            Unless otherwise agreed in writing by the Parties, all reasonable and documented out-of-pocket
                                            costs and expenses (if any) incurred by any Party or any member of its Group in connection
                                            with obtaining any Third Party consent that is required to allow the Provider to perform
                                            or cause to be performed any Services hereunder shall be paid for by the Recipient. If, with
                                            respect to a Service, a required Third-Party consent has not been obtained, or the performance
                                            of a Service by or on behalf of the Provider would constitute a violation of any applicable
                                            Law, the Provider shall have no obligation to perform or cause to be performed such Service.



 






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		(c)	The
                                            Provider shall not be obligated to perform or to cause to be performed any Service in a manner
                                            that is materially more burdensome (with respect to service quality, service quantity, or
                                            allocation of personnel or resources) than such services (or analogous services) provided
                                            by or on behalf of Logiq or any of its Subsidiaries with respect to the AppLogiq Business
                                            or DataLogiq Business, as applicable, during the 12-month period prior to the Effective Date.
                                            Without limiting the generality of the foregoing, the Provider shall not be required to maintain
                                            the employment of any specific employee(s), hire additional employees or third-party service
                                            providers or purchase, lease or license any additional equipment, software or other assets
                                            or properties in order the provide the Services hereunder. If the Recipient requests that
                                            the Provider perform or cause to be performed any Service in a manner that exceeds the Level
                                            of Service, then the Parties shall reasonably cooperate and act in good faith to determine
                                            whether the Provider will be required to provide such requested higher Level of Service.
                                            If the Parties determine that the Provider shall provide the requested higher Level of Service,
                                            then such higher Level of Service shall be documented in a written agreement signed by the
                                            Parties, which may be an amendment or addendum to this Agreement.



 


		(d)	Neither
                                            the Provider nor any member of its Group shall be required to perform or to cause to be performed
                                            any of the Services for the benefit of any Third Party or any other Person other than the
                                            Recipient and the members of its Group. EXCEPT AS EXPRESSLY PROVIDED IN THIS Section 1.02
                                            OR Section 6.04, EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL SERVICES ARE PROVIDED ON AN
                                            “AS-IS” BASIS, THAT THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM
                                            OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND THAT THE PROVIDER MAKES NO
                                            OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY
                                            OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. EACH PARTY SPECIFICALLY
                                            DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING
                                            ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE
                                            NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.



 


		(e)	Each
                                            Party shall be responsible for its own compliance with any and all Laws applicable to its
                                            performance under this Agreement. No Party shall knowingly take any action in violation of
                                            any such applicable Law.



 






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		Section
                          1.03 	Determination
                                            of Allocated Costs; Dispute Resolution; Payment.





 


		(a)	From
                                            and after the Effective Date and during the Service Period, the actual costs to applicable
                                            Provider of providing the Services to the Recipient, including, without limitation, the salaries,
                                            employment taxes and benefits applicable to the employees of the Provider actually engaged
                                            in providing the Services, based on the percentage of time spent by such employees in providing
                                            such services relative to the time spent by such employees on matters not relating to such
                                            services, plus applicable allocated overhead and other expenses incurred, in each case without
                                            mark-up (the “Allocated Costs”), will be determined and allocated in good
                                            faith by the Parties jointly, on a monthly basis, commencing as of the end of the first (1st)
                                            calendar month following the Effective Date and continuing thereafter as of the end of each
                                            succeeding one (1) calendar month period. The Allocated Costs so determined by the Parties
                                            shall be subject to quarterly review (“Review Period”) and approval by
                                            the Audit Committee of each Party, or such other committee as determined by the Board of
                                            Directors of each Party (the “Audit Committees”).



 


		(b)	In
                                            the event of a dispute between the Parties or their applicable Audit Committees, concerning
                                            the proposed Allocated Costs in respect of any month(s) comprising a Review Period, then
                                            the Parties shall mutually select and engage a recognized certified public accountant acceptable
                                            to each of the them to review disputed items and to determine the Allocated Costs for the
                                            month(s) comprising the Review Period in question; provided, however, if such
                                            Parties cannot agree on a mutually acceptable certified public accountant, each Party or
                                            such party’s Audit Committee, each shall name a recognized certified public accountant
                                            and those two certified public accountants shall select a third recognized certified public
                                            accountant which shall be used for the purposes of this Section 1.03(b). The selected certified
                                            public accountant’s opinion concerning the Allocated Costs for the quarterly period
                                            in question shall be final and binding on all Parties. The expenses of the certified public
                                            accountant will be borne by each Party in the same proportion by which their respective positions
                                            as initially presented to the certified public accountant differs from the final resolution
                                            as determined by the certified public accountant.



 


		(c)	The
                                            Allocated Costs for each month comprising a Review Period during the Service Period, as finally
                                            determined pursuant to Section 1.03(a) or Section 1.03(b), as applicable, will be invoiced,
                                            in arrears, by the applicable Provider to the applicable Recipient as set forth in Article
                                            III. Together with any invoice for Allocated Costs, the Provider shall provide the Recipient
                                            with reasonable documentation, including any additional documentation reasonably requested
                                            by the Recipient to the extent that such documentation is in the Provider’s or its
                                            Group’s possession or control, to confirm the calculation of the Allocated Costs.



 


		Section 1.04	Changes in the Performance
                of Services. Subject to the performance Level of Service, the Provider may make changes from time to time in the
                manner of performing the Services if the Provider is making similar changes in performing analogous services for itself
                or its Group and if the Provider furnishes to the Recipient reasonable prior written notice of such changes. No such
                change shall materially adversely affect the timeliness or quality of the applicable Service.



 






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		Section 1.05	Transitional Nature of Services.
                The Parties acknowledge the transitional nature of the Services and agree to reasonably cooperate and to use commercially
                reasonable efforts to effectuate a smooth transition of the Services from the Provider to the Recipient (or its designee).



 


		Section 1.06	Subcontracting. A Provider
                may hire or engage one or more Third Parties to perform any or all of its obligations under this Agreement; provided,
                however, that (a) such Provider shall use the same degree of care (but at least reasonable care) in selecting
                each such Third Party as it would if such Third Party was being retained to provide similar services to the Provider
                or its Group and (b) such Provider shall in all cases remain primarily responsible for all of its obligations under this
                Agreement with respect to the Services.



 


Article
II. OTHER ARRANGEMENTS


 


		Section 2.01	Access. The Recipient
                shall, and shall cause the members of its Group to, allow the Provider and the members of its Group and their respective
                Representatives reasonable access to the facilities of the Recipient and the members of its Group that is necessary for
                the Provider to fulfill its obligations under this Agreement. In addition to the foregoing right of access, the Recipient
                shall, and shall cause the members of its Group to, afford the Provider and the members of its Group and their respective
                Representatives, upon reasonable advance written notice, reasonable access during normal business hours to the facilities,
                Information, systems, infrastructure and personnel of the Recipient and the members of its Group as reasonably necessary
                for the Provider to verify the adequacy of internal controls over information technology, reporting of financial data
                and related processes employed in connection with the Services being provided by the Provider or the members of the Provider
                Group, including in connection with verifying compliance with Section 404 of the Sarbanes-Oxley Act of 2002; provided
                that (i) such access shall not unreasonably interfere with any of the business or operations of the Recipient or any
                member of its Group and (ii) in the event that the Recipient determines that providing such access could be commercially
                detrimental, violate any applicable Law or agreement or waive any attorney-client privilege, then the Parties shall use
                commercially reasonable efforts to permit such access in a manner that avoids such harm and consequence. The Provider
                agrees that all of its and its Group’s employees shall, and that it shall use commercially reasonable efforts to
                cause its Representatives’ employees to, when on the property of the Recipient or a member of the Recipient’s
                Group, or when given access to any facilities, Information, systems, infrastructure or personnel of the Recipient or
                a member of the Recipient’s Group, conform to the policies and procedures of the Recipient and the members of the
                Recipient’s Group, as applicable, concerning health, safety, conduct and security which are made known or provided
                to the Provider from time to time.



 






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		Section 2.02	Audit
                                            Assistance. Each of the Parties and the members of their respective Groups are or may
                                            be subject to regulation and audit by a Governmental Authority (including a Governmental
                                            Authority with respect to Taxes) or parties to contracts with such Parties or the members
                                            of their Groups. If such a Third Party exercises its right to examine or audit such Party’s
                                            or a member of its Group’s books, records, documents or accounting practices and procedures
                                            pursuant to such applicable Law or contract provisions, and such examination or audit relates
                                            to the Services, then the other Party shall provide, at the sole cost and expense of the
                                            requesting Party (except if related to the Recipient’s receipt of Services, in which
                                            case such cost and expense shall be the Recipient’s responsibility), all assistance
                                            reasonably requested by the Party that is subject to the examination or audit in responding
                                            to such examination or audits or requests for Information, to the extent that such assistance
                                            or Information is within the reasonable control of the cooperating Party and is related to
                                            the Services. The requesting Party shall consult and cooperate with the cooperating Party
                                            to limit the scope of any such examination or audit to the extent reasonably possible.



 


		Section 2.03	Title to Intellectual Property.
                Except as otherwise expressly provided for under this Agreement, the Master Distribution Agreement, or another Ancillary
                Agreement, the Recipient acknowledges that it shall acquire no right, title or interest (including any license rights
                or rights of use) in any intellectual property which is owned or licensed by the Provider, by reason of the provision
                of the Services hereunder (other than the receipt and use of the Services by the Recipient during the term of this Agreement
                as contemplated hereunder). The Recipient shall not remove or alter any copyright, trademark, confidentiality or other
                proprietary notices that appear on any intellectual property owned or licensed by the Provider, and the Recipient shall
                reproduce any such notices on any and all copies thereof. The Recipient shall not attempt to decompile, translate, reverse
                engineer or make excessive copies of any intellectual property owned or licensed by the Provider, and the Recipient shall
                promptly notify the Provider of any such attempt, regardless of whether by the Recipient or any Third Party, of which
                the Recipient becomes aware.



 


Article
III. BILLING; TAXES


 


		Section 3.01	Procedure. Allocated
                Costs for the Services as well as any Covered Taxes (as defined below) (collectively, the “Charges”)
                due and owing in accordance with this Agreement, shall be charged to and payable by the Recipient. Amounts payable pursuant
                to this Agreement shall be paid by wire transfer (or such other method of payment as may be agreed between the Parties
                from time to time) to the Provider (as directed by the Provider), on a monthly basis, which amounts shall be due within
                thirty (30) days after the Recipient’s receipt of each such invoice, including reasonable documentation pursuant
                to Section 1.02(e). All amounts due and payable hereunder shall be invoiced and paid in U.S. dollars.



 


		Section 3.02	Late Payments. Charges
                not paid when due pursuant to this Agreement (and any amounts billed or otherwise invoiced or demanded and properly payable
                that are not paid within thirty (30) days of the receipt of such bill, invoice or other demand) shall accrue interest
                at a rate per annum equal to the Prime Rate plus one percent (1%) or the maximum rate under applicable Law, whichever
                is lower.



 






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		Section 3.03	Taxes.



 


		(a)	Without
                                            limiting any provisions of this Agreement, the Charges shall be exclusive of all sales, use,
                                            value-added, goods and services, services, excise, consumption, transfer or similar taxes,
                                            and any related penalties and interest, arising from the payment of such Charges to the Provider
                                            under this Agreement (other than any taxes measured by or imposed on the Provider’s
                                            gross or net income, or franchise or other similar taxes of the Provider) (“Covered
                                            Taxes”).



 


		(b)	The
                                            Recipient shall pay, or reimburse the Provider for, any and all Covered Taxes.



 


		(c)	Where
                                            required by applicable Law, the Recipient shall pay any Covered Taxes directly to the relevant
                                            Governmental Authority in compliance with applicable Law. If any Covered Taxes are assessed
                                            on the receipt of Charges by the Provider under this Agreement, the Provider shall notify
                                            the Recipient, pay such Covered Taxes directly to the applicable Governmental Authority and
                                            promptly provide the Recipient with an official receipt showing such payment, and the Recipient
                                            shall (without duplication) reimburse the Provider for such Covered Taxes.



 


		(d)	In
                                            the event that applicable Law requires any Covered Taxes to be withheld from a payment of
                                            Charges by a Recipient to a Provider under this Agreement, the Recipient shall make such
                                            required withholding, pay such withheld amounts over to the applicable Governmental Authority
                                            in compliance with applicable Law, and increase the amount payable to the Provider as necessary
                                            so that, after the Recipient has withheld such amounts, the Provider receives an amount equal
                                            to the amount the Provider would have received had no such withholding been required.



 


		(e)	The
                                            Recipient and the Provider shall use reasonable efforts, and shall cooperate with each other
                                            in good faith, to secure (and to enable the Recipient to claim) any exemption from, or otherwise
                                            to minimize, any Covered Taxes or to claim a tax refund therefor or tax credit in respect
                                            thereof, and the Recipient shall not be responsible for any Covered Taxes to the extent that
                                            such Covered Taxes would not have been imposed if (i) the Provider was eligible to claim
                                            an exemption from or reduction of such Covered Taxes, (ii) the Recipient used commercially
                                            reasonable efforts to notify the Provider of such eligibility reasonably in advance and (iii)
                                            the Provider failed to claim such exemption or reduction. If the Provider receives a refund
                                            with respect to any Covered Taxes paid or borne by the Recipient under this Agreement, the
                                            Provider shall promptly pay such refund to the Recipient net of costs and expenses (including
                                            any additional taxes) incurred by the Provider in connection with the receipt of such refund
                                            or the payment of such refund to the Recipient net of costs and expenses (including any additional
                                            taxes) incurred by the Provider in connection with the receipt of such refund or the payment
                                            of such refund to the Recipient.



 


		(f)	Except
                                            as mutually agreed to in writing by Logiq and Lova, no Party or any member of its Group shall
                                            have any right of set-off or other similar rights with respect to (a) any amounts received
                                            pursuant to this Agreement or (b) any other amounts claimed to be owed to the other Party
                                            or any of member of its Group arising out of this Agreement.



 






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Article
IV. TERM AND TERMINATION


 


		Section 4.01	Term.
                                            This Agreement shall commence upon the Effective Date and shall terminate upon the earlier
                                            to occur of: (a) the last date on which either Party is obligated to provide any Service
                                            to the other Party in accordance with the terms of this Agreement; (b) the mutual written
                                            agreement of the Parties to terminate this Agreement in its entirety; and (c) 11:59 p.m.,
                                            New York time on January 31, 2023. Unless otherwise terminated pursuant to Section 4.02,
                                            this Agreement shall terminate with respect to each Service as of the close of business on
                                            the last day of the Service Period for such Service.



 


		Section 4.02	Early Termination.



 


		(a)	Without
                                            prejudice to the Recipient’s rights with respect to Force Majeure, the Recipient may
                                            from time to time terminate this Agreement with respect to the entirety of any individual
                                            Service:



 


(i)
for any reason or no reason, at least thirty (30) days following written request to the Provider to terminate such Service, if the Provider
agrees in writing to such termination; provided, however, that any such termination (x) may only be effective as of the
date agreed to in writing by the Parties, (y) shall not result in a reduction of Charges with respect to calendar year 2021 or 2022,
and (z) shall result in a reduction of Charges following calendar year 2021 or 2022 only if and to the extent expressly set forth in
Schedule 1; or


 


(ii)
  if the Provider of such Service has failed to perform any of its material obligations under
this Agreement with respect to such Service, and such failure shall continue to be uncured for a period of thirty (30) days (or ninety
(90) days if Provider is using good-faith efforts to so cure during such thirty (30) day period and thereafter) after receipt by the
Provider of written notice of such failure from the Recipient; provided, however, that any such termination may only be
effective as of the last day of a month; provided, further, that the Recipient shall not be entitled to terminate this
Agreement with respect to the applicable Service if, as of the end of such period, there remains a good-faith Dispute between the Parties
(undertaken in accordance with the terms of Section 7.02) as to whether the Provider has cured the applicable breach.


 


		(b)	The
                                            Provider may terminate this Agreement with respect to any individual Service, but not a portion
                                            thereof, at any time upon prior written notice to the Recipient if the Recipient has failed
                                            to perform any of its material obligations under this Agreement relating to such Service,
                                            including making payment of Charges for such Service when due, and such failure shall continue
                                            to be uncured for a period of thirty (30) days (or ninety (90) days if Recipient is using
                                            good-faith efforts to so cure during such thirty (30) day period and thereafter) after receipt
                                            by the Recipient of a written notice of such failure from the Provider; provided,
                                            however, that any such termination may only be effective as of the last day of a month;
                                            provided, further, that the Provider shall not be entitled to terminate this
                                            Agreement with respect to the applicable Service if, as of the end of such period, there
                                            remains a good-faith Dispute between the Parties (undertaken in accordance with the terms
                                            of Section 7.02) as to whether the Recipient has cured the applicable breach.



 






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		Section 4.03	Interdependencies.
                                            The Parties acknowledge and agree that: (a) there may be interdependencies among the
                                            Services being provided under this Agreement; (b) upon the request of either Party, the Parties
                                            shall cooperate and act in good faith to determine whether (i) any such interdependencies
                                            exist with respect to the particular Service that a Party is seeking to terminate pursuant
                                            to Section 4.02 and (ii) in the case of such termination, the Provider’s ability to
                                            provide a particular Service in accordance with this Agreement would be materially and adversely
                                            affected by such termination of another Service; and (c) in the event that the Parties have
                                            determined that such interdependencies exist (and, in the case of such termination that the
                                            Provider’s ability to provide a particular Service in accordance with this Agreement
                                            would be materially and adversely affected by such termination), the Parties shall negotiate
                                            in good faith to amend Schedule 1 with respect to such termination of such impacted Service,
                                            which amendment shall be consistent with the terms of comparable Services. To the extent
                                            that the Provider’s ability to provide a Service is dependent on the continuation of
                                            a specified Service, the Provider’s obligation to provide such dependent Service shall
                                            terminate automatically with the termination of such supporting Service.



 


		Section 4.04	Effect
                                            of Termination. Upon the termination of any Service pursuant to this Agreement, the Provider
                                            of the terminated Service shall have no further obligation to provide the terminated Service.



 


		Section 4.05	Information Transmission.
                The Provider, on behalf of itself and the members of its Group, shall use commercially reasonable efforts to provide
                or make available, or cause to be provided or made available, to the Recipient, in accordance with the Master Distribution
                Agreement, any Information received or computed by the Provider for the benefit of the Recipient concerning the relevant
                Service during the Service Period; provided, however, that, except as otherwise agreed to in writing by the Parties (a)
                the Provider shall not have any obligation to provide, or cause to be provided, Information in any nonstandard format,
                (b) the Provider and the members of its Group shall be reimbursed for their reasonable costs in accordance with the Master
                Distribution Agreement for creating, gathering, copying, transporting and otherwise providing such Information, and (c)
                the Provider shall use commercially reasonable efforts to maintain any such Information in accordance with the Master
                Distribution Agreement.



 






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Article
V. CONFIDENTIALITY; PROTECTIVE ARRANGEMENTS


 


		Section 5.01	Logiq and Lova Obligations.
                Subject to Section 5.04, until the five (5)-year anniversary of the Effective Date, each of Logiq and Lova, on behalf
                of itself and each member of its Group, agrees to hold, and to cause its respective Representatives to hold, in confidence,
                with at least the same degree of care that applies to Logiq’s proprietary and confidential Information pursuant
                to policies in effect as of the Effective Date, all proprietary or confidential Information concerning the other Party
                or the members of its Group or their respective businesses (“Confidential Information”) that is either
                in its possession (including Confidential Information in its possession prior to the Effective Date) or furnished by
                such other Party or such other Party’s Group members or their respective Representatives at any time pursuant to
                this Agreement, and shall not use any such Confidential Information other than for such purposes as may be expressly
                permitted hereunder, except, in each case, to the extent that such Confidential Information has been (a) in the public
                domain or generally available to the public, other than as a result of a disclosure by such Party or any member of its
                Group or any of their respective Representatives in violation of this Agreement; (b) later lawfully acquired from other
                sources by such Party or any of member of its Group, which sources are not themselves bound by a confidentiality obligation
                or other contractual, legal or fiduciary obligation of confidentiality with respect to such Confidential Information;
                or (c) independently developed or generated without reference to or use of the Confidential Information of the other
                Party or any member of its Group, in each case other than as may be required by applicable law or order of a Governmental
                Authority. If any Confidential Information of a Party or any member of its Group is disclosed to the other Party or any
                member of its Group in connection with providing the Services, then such disclosed Confidential Information shall be
                used only as required to perform such Services.



 


		Section 5.02	No
                                            Release; Return or Destruction. Other than as may be required by law or order of a Governmental
                                            Authority, each Party agrees (a) not to release or disclose, or permit to be released or
                                            disclosed, any Confidential Information of the other Party addressed in Section 5.01 to any
                                            other Person, except its Representatives who need to know such Confidential Information in
                                            their capacities as such (whom shall be advised of their obligations hereunder with respect
                                            to such Confidential Information) and except in compliance with Section 5.04, and (b) to
                                            use commercially reasonable efforts to maintain such Confidential Information in accordance
                                            with the Master Distribution Agreement. Without limiting the foregoing, when any such Confidential
                                            Information is no longer needed for the purposes contemplated by the Master Distribution
                                            Agreement, this Agreement or any other Ancillary Agreements, each Party will promptly after
                                            request of the other Party either return to the other Party all such Confidential Information
                                            in a tangible form (including all copies thereof and all notes, extracts or summaries based
                                            thereon) or notify the other Party in writing that it has destroyed such information (and
                                            such copies thereof and such notes, extracts or summaries based thereon).



 


		Section 5.03	Privacy
                                            and Data Protection Laws. Each Party shall comply with all applicable state, federal
                                            and foreign privacy and data protection Laws that are or that may in the future be applicable
                                            to the provision of the Services under this Agreement.



 






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		Section 5.04	Protective
                                            Arrangements. In the event that a Party or any member of its Group either determines
                                            on the advice of its counsel that it is required to disclose any Confidential Information
                                            of the other Party pursuant to applicable Law or receives any request or demand under lawful
                                            process or from any Governmental Authority to disclose or provide Confidential Information
                                            of the other Party (or any member of its Group) that is subject to the confidentiality provisions
                                            hereof, such Party shall notify the other Party (to the extent legally permitted) as promptly
                                            as practicable under the circumstances prior to disclosing or providing such Information
                                            and shall reasonably cooperate, at the expense of the other Party, in seeking any appropriate
                                            protective order requested by the other Party. In the event that such other Party fails to
                                            receive such appropriate protective order in a timely manner and the Party receiving the
                                            request or demand reasonably determines that its failure to disclose or provide such Information
                                            shall actually prejudice the Party receiving the request or demand, then the Party that received
                                            such request or demand may thereafter disclose or provide such Information to the extent
                                            required by such Law (as so advised by its counsel) or by lawful process or such Governmental
                                            Authority, and the disclosing Party shall promptly provide the other Party with a copy of
                                            the Information so disclosed, in the same form and format so disclosed, together with a list
                                            of all Persons to whom such Information was disclosed, in each case to the extent legally
                                            permitted.



 


Article
VI. LIMITED LIABILITY AND INDEMNIFICATION


 


		Section 6.01	Limitations
                                            on Liability.



 


		(a)	THE
                                            LIABILITIES OF THE PROVIDER AND ITS GROUP MEMBERS AND THEIR RESPECTIVE REPRESENTATIVES, COLLECTIVELY,
                                            UNDER THIS AGREEMENT FOR ANY AND ALL ACTS OR FAILURES TO ACT IN CONNECTION HEREWITH (INCLUDING
                                            THE PERFORMANCE OR BREACH OF THIS AGREEMENT), OR FROM THE SALE, DELIVERY, PROVISION OR USE
                                            OF ANY AND ALL SERVICES PROVIDED UNDER OR CONTEMPLATED BY THIS AGREEMENT, WHETHER IN CONTRACT,
                                            TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL NOT IN THE AGGREGATE
                                            EXCEED FIFTY (50%) PERCENT OF THE CHARGES PAID AND PAYABLE TO PROVIDER BY THE RECIPIENT PURSUANT
                                            TO THIS AGREEMENT.



 


		(b)	The
                                            limitations in Section 6.01(a) shall not apply in respect of any Liability to the extent
                                            arising out of or in connection with the gross negligence, willful misconduct or fraud of
                                            or by the Party (or a member of its Group) to be charged.



 


		(c)	IN
                                            NO EVENT SHALL EITHER PARTY, THE MEMBERS OF ITS GROUP OR THEIR RESPECTIVE REPRESENTATIVES
                                            BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR
                                            SIMILAR DAMAGES IN EXCESS OF COMPENSATORY DAMAGES OF THE OTHER PARTY IN CONNECTION WITH THE
                                            PERFORMANCE OF THIS AGREEMENT (OTHER THAN ANY SUCH LIABILITY AS PERMITTED BY THE MASTER DISTRIBUTION
                                            AGREEMENT) AND EACH PARTY HEREBY WAIVES ON BEHALF OF ITSELF, THE MEMBERS OF ITS GROUP AND
                                            ITS REPRESENTATIVES ANY CLAIM FOR SUCH DAMAGES, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE.



 






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		Section 6.02	Obligation to Re-Perform.
                In the event of any breach of this Agreement by the Provider with respect to the provision of any Services which
                the Provider can reasonably be expected to re-perform in a commercially reasonable manner, the Provider shall promptly
                correct in all material respects such error, defect or breach or re-perform in all material respects such Services at
                the request of the Recipient and at the sole cost and expense of the Provider. Any request for re-performance in accordance
                with this Section 6.02 by the Recipient must be in writing and specify in reasonable detail the particular error, defect
                or breach, and such request must be made no more than one month from the later of (x) the date on which such breach occurred
                and (y) the date on which such breach was reasonably discovered by the Recipient.



 


		Section 6.03	Recipient
                                            Indemnity. In addition to (but not in duplication of) its other indemnification obligations
                                            (if any) under the Master Distribution Agreement, this Agreement or any other Ancillary Agreement,
                                            but subject to the limitations set forth in Section 6.01, the Recipient shall indemnify,
                                            defend and hold harmless the Provider, the members of the Provider’s Group and each
                                            of their respective Representatives, and each of the successors and assigns of any of the
                                            foregoing (collectively, the “Provider Indemnitees”), from and against
                                            any and all claims of Third Parties to the extent relating to, arising out of or resulting
                                            from the Provider’s furnishing or failing to furnish the Services provided for in this
                                            Agreement, other than Third Party Claims to the extent arising out of the gross negligence,
                                            willful misconduct or fraud of Provider or a member of Provider’s Group.



 


		Section 6.04	Provider Indemnity. In
                addition to (but not in duplication of) its other indemnification obligations (if any) under the Master Distribution
                Agreement, this Agreement or any other Ancillary Agreement, but subject to the limitations set forth in Section 6.01,
                the Provider shall indemnify, defend and hold harmless the Recipient, the members of the Recipient’s Group and
                each of their respective Representatives, and each of the successors and assigns of any of the foregoing (collectively,
                the “Recipient Indemnitees”), from and against any and all Liabilities to the extent relating to,
                arising out of or resulting from the sale, delivery, provision or use of any Services provided by such Provider hereunder,
                but only to the extent that such Liability relates to, arises out of or results from the gross negligence, willful misconduct
                or fraud of Provider or a member of Provider’s Group.



 


		Section 6.05	Indemnification
                                            Procedures. The procedures for indemnification set forth in Master Distribution Agreement
                                            shall govern claims for indemnification under this Agreement, mutatis mutandis.



 






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Article
VII. MISCELLANEOUS


 


		Section 7.01	Independent
                                            Contractors. The Parties each acknowledge and agree that they are separate entities,
                                            each of which has entered into this Agreement for independent business reasons. The relationships
                                            of the Parties hereunder are those of independent contractors and nothing contained herein
                                            shall be deemed to create a joint venture, partnership or any other relationship between
                                            the Parties or the respective members of its Group. Employees performing Services hereunder
                                            do so on behalf of, under the direction of, and as employees of, the Provider, and the Recipient
                                            shall have no right, power or authority to direct such employees.



 


		Section 7.02	Dispute
                                            Resolution. In the event of any controversy, dispute or claim (a “Dispute”)
                                            arising out of or relating to any Party’s rights or obligations under this Agreement
                                            (whether arising in contract, tort or otherwise), calculation or allocation of the costs
                                            of any Service or otherwise arising out of or relating in any way to this Agreement (including
                                            the interpretation or validity of this Agreement), such Dispute shall be resolved in accordance
                                            with the dispute resolution process referred to in the Master Distribution Agreement.



 


		Section 7.03	Incorporation by Reference.
                The provisions of Article IX of the Master Distribution Agreement (Miscellaneous) are incorporated herein by reference
                and shall apply to this Agreement as though fully set forth herein, including the representations and warranties of the
                Parties as set forth therein, provided that any reference therein to the “Agreement” shall be deemed a reference
                to this Agreement.



 


[Signatures
appear on following page]


 




    13


     


    

 


IN
WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representative as of the Effective Date.


 


	 	“Logiq”
	 	Logiq, Inc.
	 	 	 
	 	By:	/s/ Brent
    Suen
	 	Name: 	Brent Suen
	 	Title:	President
	 	 	 
	 	“Lova”
	 	Lovarra
	 	 	 
	 	By:	/s/ Matthew
    Brent
	 	Name:	Matthew Brent
	 	Title:	President



 


Signature
Page to Transition Services Agreement


 




     


     


    

 


Schedule
1


 


Services;
Service Period; Additional Notes


 


	Item
    or Service	 	Provider

                                            (Logiq or

                                                                                Lova
                                            or Both)
	 	Service
    Period	 	Additional
    Notes
	Executive Office:	 	Logiq	 	13 months	 	Subject to extension
	Finance:	 	Both	 	13 months	 	Subject to extension
	Taxation:	 	Both	 	13 months	 	Subject to extension
	Legal/Compliance:	 	Both	 	13 months	 	Subject to extension
	Government Relations/Public Relations:	 	Both	 	13 months	 	Subject to extension
	Risk:	 	Both	 	13 months	 	Subject to extension
	Information Technology:	 	Logiq	 	13 months	 	Subject to extension
	Marketing & Product Management:	 	Logiq	 	13 months	 	Subject to extension
	Operations:	 	None	 	13 months	 	Subject to extension
	Human Resources:	 	Logiq	 	13 months	 	Subject to extension
	Payroll:	 	Logiq	 	13 months	 	Subject to extension
	Back Office/Computers/Communications:	 	Logiq	 	13 months	 	Subject to extension
	Websites and Domains:	 	Logiq	 	13 months	 	Subject to extension
	Software:	 	Logiq	 	13 months	 	Subject to extension
	Regulatory:	 	Both	 	13 months	 	Subject to extension
	SEC and OTC Compliance:	 	Both	 	13 months	 	Subject to extension
	Advertising:	 	Logiq	 	13 months	 	Subject to extension
	Real Estate:	 	Logiq	 	13 months	 	Subject to extension



 


Schedule 1