PURCHASEAGREEMENT

PURCHASE AGREEMENT

THIS AGREEMENT, effective as of December 12, 2012 (“Effective Date”) is made by and between Roger Mincheff (“Mincheff’), whose address is_____________________, and WOWIO, Inc. (“Wowio”) whose address is 6310 San Vicente Blvd., Suite 240, Los Angeles, CA 90048 regarding the purchase of the Wowio properties outlined below.

WHEREAS, Mincheff and Wowio entered into two agreements: (i) a Corporate Acquisition Agreement dated as of September 24, 2010, whereby Wowio acquired Spacedog Entertainment, Inc. (the “Corporate Acquisition Agreement”); and (ii) an Asset Purchase Agreement dated as of May 15, 2010, whereby Wowio acquired WeVolt and Panel Flow assets (the “Asset Purchase Agreement”);

WHEREAS, pursuant to the Corporate Acquisition Agreement and Asset Purchase Agreement, Mincheff received a total of $107,000 in cash and 20,043,000 shares of Wowio common stock.

WHEREAS, the Corporate Acquisition Agreement included (among other provisions) the transfer of a library of intellectual property, comprised primarily of graphic novels at various stages of production; and

WHEREAS, Mincheff and Wowio have agreed to transfer the rights of certain intellectual property acquired by Wowio pursuant to the Corporate Acquisition Agreement back to Mincheff.

ACCORDINGLY, the parties hereby agree as follows:

ASSIGNMENT

This Assignment Agreement (“Agreement”) is entered into as of December 12, 2012, by and between WOWIO, Inc. (“Assignor”) and Roger Mincheff (“Assignee”).

Reference is made to the following intellectual property (“IP”):

Big Trouble in Little China

Court, The

Cousins Club

Hip Hop Chronicles

Hollow Mark Husk

Little Sonny Bunny

State of Ward Proximity Effect

Trail, The

Wight & Associates

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, and subject to the terms and conditions in the attached Purchase Agreement between the parties of the same date, Assignor and Assignee hereby agree as follows:

1. Assignor hereby grants and assigns to Assignee, its successors, licensees and assigns, all of Assignor’s right, title and interest in and to the IP, including any and all underlying agreements related to the IP (“Underlying Agreements”). [What are the “Underlying Agreements?”

2. Assignee hereby agrees to carry out and faithfully perform each and all of the terms, covenants, conditions and other provision contained in the Underlying Agreements required to be kept and performed subsequent to the date thereof under and by virtue of the Underlying Agreements.

3. Assignor represents and warrants that it has performed and has not breached any of its obligations which have accrued to the date hereof under the Underlying Agreements, and all sums which have accrued and are payable pursuant to the provisions of the Underlying Agreement have been paid by Assignor.

4. Assignee shall indemnify and otherwise hold Assignor harmless from and against any and all damages, claims, demands, liabilities or expenses (including reasonable attorneys’ fees) which Assignor may suffer or incur arising out of or resulting from any breach of Assignee’s representations, warranties or agreements hereunder or by Assignee’s failure to keep and perform the obligations and duties assumed by Assignee hereunder or that were in existence at the time of the original assignment from Assignee. Assignor shall indemnify and otherwise hold Assignee harmless from and against any and all damages, claims, demands, liabilities or expenses (including reasonable attorneys’ fees) which Assignee may suffer or incur arising out of or resulting of or any breach of Assignor’s representations, warranties or agreements hereunder.

5. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

6. This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts wholly negotiated, executed and to be performed therein.

7. This Agreement includes the entire understanding of the parties hereto and may not be modified except in a written instrument signed by the parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year above written.