ContractWarrant Agreement • August 5th, 2013 • Wowio, Inc. • Services-advertising • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD. OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractWarrant Agreement • August 5th, 2013 • Wowio, Inc. • Services-advertising • California
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF (THE “WARRANT SHARES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, OFFERED FOR SALE OR SOLD UNLESS (A) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT, OR (B) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER, OFFER FOR SALE OR SALE MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.
STERN & CO. CONSULTING AGREEMENTConsulting Agreement • August 5th, 2013 • Wowio, Inc. • Services-advertising • New York
On behalf of Stern & Co. (“Stern”), I look forward to working with you as an outside business consultant. The purpose of this letter (the “Agreement”) is to set forth the terms and conditions under which Stern agrees to serve the Company as an outside business consultant.
WAIVER AND AMENDMENT #1 TO SENIOR PROMISSORY NOTESenior Promissory Note • August 5th, 2013 • Wowio, Inc. • Services-advertising • New York
This WAIVER AND AMENDMENT #1 TO SENIOR PROMISSORY NOTE (the “Agreement”) is entered into as of February 14, 2013 (the “Effective Date”), by and among the undersigned noteholder who holds a Senior Promissory Note (as defined in the Recitals below) that was issued on December 20, 2011 (“Noteholder”), and WOWIO, In., a Texas corporation (the “Company”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Senior Promissory Note.
SERVICE AGREEMENTService Agreement • August 5th, 2013 • Wowio, Inc. • Services-advertising
This Service Agreement (“Agreement”) is made as November 1 2011. between Alliance Acquisitions, Inc., a Nevada Corporation (“Alliance” or “Service Pro rider”), whose office is located at 3545 Motor Ave. 3rd Floor, Los Angeles, CA 90034, and WOWIO, Inc., a Texas Corporation (“WOWIO”), whose address is 3545 Motor Ave. 3rd Floor, Los Angeles, CA 90034. (collectively referred to as the “Parties”), with respect to the following:
CONSULTING AGREEMENTConsulting Agreement • August 5th, 2013 • Wowio, Inc. • Services-advertising • California
THIS CONSULTING AGREEMENT (this “Agreement”) dated as of January 31, 2013, by and between WOW1O, Inc., a Texas Corporation, having an address at 6310 San Vicente Avenue, Suite 240, Los Angeles, CA 90048 (“WOWIO” or the “Company”), and Arthur “Chip” Schwerzel, an individual, having an address at (“Consultant”).
ContractAccounts Receivable Lending Agreement and Promissory Note • August 5th, 2013 • Wowio, Inc. • Services-advertising • California
NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE CAN BE OFFERED, SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF UNLESS THE REGISTRATION PROVISIONS OF SUCH ACT AND OF THE APPLICABLE STATE SECURITIES LAWS HAVE BEEN COMPLIED WITH OR COMPLIANCE WITH SUCH PROVISIONS IS NOT REQUIRED.
