APPCOIN
INNOVATIONS INC.

(the “Issuer”)


 


PRIVATE
PLACEMENT SUBSCRIPTION AGREEMENT 


 


INSTRUCTIONS
TO SUBSCRIBER


		1.	You
                                         must complete all the information in the boxes on page 2 and sign where indicated with
                                         an “X”.



		2.	If
                                         you are resident in Canada, you must complete and sign Exhibit A “Canadian Investor
                                         Questionnaire” that starts on page 14. The purpose of this form is to determine
                                         whether you meet the standards for participation in a private placement under applicable
                                         Canadian securities laws. In order for the Issuer to satisfy its obligations under applicable
                                         Canadian securities laws, you may be required to provide additional evidence to verify
                                         the information you have provided in Exhibit A “Canadian Investor Questionnaire”
                                         that starts on page 14.



		3.	If
                                         you are a “U.S. Purchaser”, as defined in Exhibit B, you must complete and
                                         sign Exhibit B “United States Accredited Investor Questionnaire” that starts
                                         on page 22.



 




    	 	 	 



    	 	- 2 -	 



    

 


APPCOIN
INNOVATIONS INC.


 


PRIVATE
PLACEMENT SUBSCRIPTION AGREEMENT


 


The
undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase from AppCoin Innovations
Inc. (the “Issuer”) an unsecured convertible note of the Issuer (the “Note”) in the principal
amount set out below. The Subscriber agrees to be bound by the terms and conditions set forth in the attached “Terms and
Conditions of Subscription for Notes”. 


 


	Subscriber
                                         Information

                                         


        

        OCEANSIDE STRATEGIES
        INC.                            
                 
	 	Note
                                         to be Purchased

                                                                                                                                                                         

                                                                                                                                                                        

        

        Principal Amount of Note: $250,000.00          

                                   (the
“Principal Amount” or the

                                  “Subscription
        Amount”)

	(Name
    of Subscriber)	 	 
	 	 	
	Account
    Reference (if applicable):                                	 	 
	 

        X
        /s/ Dain Currie
	 	 
	(Signature
    of Subscriber – if the Subscriber is an Individual)	 	
	 

        X
	 	 
	(Signature
                                         of Authorized Signatory – if the Subscriber is not an Individual)

         

        DAIN
        CURRIE -
        PRESIDENT                                            

        (Name
        and Title of Authorized Signatory – if the Subscriber is not an Individual)

         

        N/A                                                                                         

        (SIN,
        SSN, or other Tax Identification Number of the Subscriber)

         

        10
        MARKET STREET #684                                            

        (Subscriber’s
        Address, including City and Postal Code)

         

        GEORGETOWN,
        CAYMAN ISLANDS

                                                                                                                    

        


                                          

        (Telephone
        Number)                             
                       (Email Address)
	 

         
	 
	 

        Register
        the Note as set forth below:

         

        SAME
        AS ABOVE

        (Name
        to Appear on Note Certificate)

         

                                                                                                              

        

        (Account
        Reference, if applicable)

         

                                                                                                              

        

        

        (Address,
        including Postal Code)
	 	 


 




    	 	 	 



    	 	- 3 -	 



    

 


ACCEPTANCE


 


The
Issuer hereby accepts the Subscription (as defined herein) on the terms and conditions contained in this private placement subscription
agreement (this “Agreement”) as of the 30th day of October, 2017 (the “Closing Date”).


 


APPCOIN
INNOVATIONS INC.








	 	Per:	/s/ Michael Blum	 
	 	 	Authorized Signatory	 






		Address:	AppCoin
                                         Innovations Inc.

                                         561 Indiana Court

                                         Venice Beach, CA 90291



		Email:	Michael.blum@appcoininnovations.com



		Attention:	Michael
                                         Blum



 




    	 	 	 



    	 	- 4 -	 



    

 


TERMS
AND CONDITIONS OF SUBSCRIPTION FOR NOTES


 


1. Subscription


 


1.1 The
Subscriber hereby irrevocably subscribes for and agrees to purchase a Note in the Principal Amount as shown on page 2 of this
Subscription Agreement (the “Subscription Amount”), which is tendered herewith (such subscription and agreement
to purchase being the “Subscription”), pursuant to the terms and conditions of this Agreement, including those
set forth in the form of certificate for the Note (the “Note Certificate”) attached as Exhibit C that starts
on page 27, and the Issuer agrees to sell the Note to the Subscriber, effective upon the Issuer’s acceptance of this Agreement.


 


1.2 The
Note will be unsecured. The Principal Amount of the Note will mature three (3) years (“Maturity”) after closing
of the Offering (the “Closing”). The Principal Amount of the Note will accrue interest at 10% per annum, which
interest will be payable at Maturity. The Principal Amount will be convertible at the option of the Subscriber, at any time, into
common shares of the Issuer (each, a “Conversion Share”) and accrued interest thereon at a conversion price
of $0.10 per Conversion Share, subject to adjustment and restrictions as set forth in the Note Certificate. The Note and the Conversion
Shares are referred to herein as the “Securities”.


 


1.3 The
Subscriber acknowledges that the Note has been offered to the Subscriber as part of an offer by the Issuer of unsecured convertible
notes and common shares in the aggregate principal amount of $500,000, or such other number as may be determined by the board
of directors of the Issuer in its sole discretion (the “Offering”).


 


1.4 Unless
otherwise provided, all dollar amounts referred to in this Agreement are in lawful money of the United States.


 


2. Payment


 


2.1 The
Subscription Amount must accompany this Subscription. The Subscriber authorizes the Issuer to treat the Subscription Amount as
an interest free loan until the closing of the Offering (the “Closing”).


 


2.2 The
Subscriber acknowledges and agrees that this Agreement, the Subscription Amount and any other documents delivered in connection
herewith will be held by the Issuer. In the event that this Agreement is not accepted by the Issuer for whatever reason, which
the Issuer expressly reserves the right to do, the Issuer will return the Subscription Amount (without interest thereon) to the
Subscriber at the address of the Subscriber as set forth on page 2 of this Agreement, or as otherwise directed by the Subscriber.


 


3. Documents
Required from Subscriber


 


3.1 The
Subscriber must complete, sign and return to the Issuer the following documents:


		(a)	this
                                         Agreement;



		(b)	if
                                         the Subscribers is a resident of Canada, the Canadian Investor Questionnaire (the “Canadian
                                         Questionnaire”) attached as Exhibit A that starts on page 14, along with any
                                         additional evidence that may be requested by the Issuer to verify the information provided
                                         in the Canadian Questionnaire;



 




    	 	 	 



    	 	- 5 -	 



    

		(c)	if
                                         the Subscriber is a U.S. Purchaser (as defined in Exhibit B), the United States Accredited
                                         Investor Questionnaire (the “U.S. Questionnaire” and, together with
                                         the Canadian Questionnaire, the “Questionnaires”) attached as Exhibit
                                         B that starts on page 22; and



		(d)	such
                                         other supporting documentation that the Issuer or counsel of the Issuer (the “Issuer’s
                                         Counsel”) may request to establish the Subscriber’s qualification as
                                         a qualified investor,



		(e)	and
                                         the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription
                                         for acceptance unless the Subscriber has provided all of such documents to the Issuer.



 


3.2 As
soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional
documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws.


 


3.3 The
Issuer and the Subscriber acknowledge and agree that the Issuer’s Counsel has acted as counsel only to the Issuer and is
not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer’s
Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent
legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants
to the Issuer and the Issuer’s Counsel that the Subscriber has sought independent legal advice or waives such advice.


 


4. Conditions
and Closing


 


4.1 The
Closing Date will occur on such date as may be determined by the Issuer in its sole discretion. The Issuer may, at its discretion,
elect to close the Offering in one or more closings, in which event the Issuer may agree with one or more purchasers (including
the Subscriber) to complete delivery of the Note to such purchaser(s) against payment therefor at any time on or prior to the
Closing Date.


 


4.2 The
Closing is conditional upon and subject to:


		(a)	the
                                         Issuer having obtained all necessary approvals and consents, including regulatory approvals
                                         for the Offering; and



		(b)	the
                                         issue and sale of the Note being exempt from the requirement to file a prospectus and
                                         the requirement to deliver an offering memorandum under applicable securities laws relating
                                         to the sale of the Notes, or the Issuer having received such orders, consents or approvals
                                         as may be required to permit such sale without the requirement to file a prospectus or
                                         deliver an offering memorandum.



4.3 The
Subscriber acknowledges that the certificates representing the Note will be available for delivery within two business days of
the Closing Date, provided that the Subscriber has satisfied the requirements of Section 3.1 hereof and the Issuer has accepted
this Agreement.


 


5. Acknowledgements
and Agreements of the Subscriber


 


5.1 The
Subscriber acknowledges and agrees that:


 




    	 	 	 



    	 	- 6 -	 



    

		(a)	none
                                         of the Securities have been or will be registered under the United States Securities
                                         Act of 1933, as amended, (the “1933 Act”), or under any securities
                                         or “blue sky” laws of any state of the United States, and, unless so registered,
                                         may not be offered or sold in the United States or, directly or indirectly, to any U.S.
                                         Person (as defined in Section 6.2), except in accordance with the provisions of Regulation
                                         S under the 1933 Act (“Regulation S”), pursuant to an effective registration
                                         statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not
                                         subject to, the registration requirements of the 1933 Act and in each case only in accordance
                                         with applicable state, provincial and foreign securities laws;



		(b)	the
                                         Issuer has not undertaken, and will have no obligation, to register any of the Securities
                                         under the 1933 Act or any other applicable securities laws;



		(c)	the
                                         Issuer will refuse to register the transfer of any of the Securities to a U.S. Person
                                         not made pursuant to an effective registration statement under the 1933 Act or pursuant
                                         to an available exemption from the registration requirements of the 1933 Act and in each
                                         case in accordance with applicable laws;



		(d)	the
                                         decision to execute this Agreement and to acquire the Securities has not been based upon
                                         any oral or written representation as to fact or otherwise made by or on behalf of the
                                         Issuer and such decision is based entirely upon a review of any public information which
                                         has been filed by the Issuer with the United State Securities and Exchange Commission
                                         (collectively, the “Public Record”);



		(e)	the
                                         Issuer and others will rely upon the truth and accuracy of the acknowledgements, representations,
                                         warranties, covenants and agreements of the Subscriber contained in this Agreement and
                                         the Questionnaires, as applicable, and agrees that if any of such acknowledgements, representations
                                         and agreements are no longer accurate or have been breached, the Subscriber will promptly
                                         notify the Issuer;



		(f)	there
                                         are risks associated with the purchase of the Securities, as more fully described in
                                         the Issuer’s periodic disclosure forming part of the Public Record;



		(g)	the
                                         Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to
                                         ask questions of and receive answers from the Issuer in connection with the distribution
                                         of the Securities hereunder, and to obtain additional information, to the extent possessed
                                         or obtainable without unreasonable effort or expense, necessary to verify the accuracy
                                         of the information about the Issuer;



		(h)	a
                                         portion of this Offering may be sold pursuant to an agreement between the Issuer and
                                         one or more agents registered in accordance with applicable securities laws, in which
                                         case the Issuer will pay a fee and/or compensation securities on terms as set out in
                                         such agency agreement;



		(i)	finder’s
                                         fees or broker’s commissions may be payable by the Issuer to finders who introduce
                                         subscribers to the Issuer;



		(j)	the
                                         books and records of the Issuer were available upon reasonable notice for inspection,
                                         subject to certain confidentiality restrictions, by the Subscriber during reasonable
                                         business hours at its principal place of business, and all documents, records and books
                                         in connection with the distribution of the Securities hereunder have been made available
                                         for inspection by the Subscriber, the Subscriber’s legal counsel and/or its advisor(s);



 




    	 	 	 



    	 	- 7 -	 



    

		(k)	all
                                         of the information which the Subscriber has provided to the Issuer is correct and complete
                                         and if there should be any change in such information prior to the Closing, the Subscriber
                                         will immediately notify the Issuer, in writing, with the details of any such change;



		(l)	the
                                         Issuer is entitled to rely on the representations and warranties of the Subscriber contained
                                         in this Agreement and the Questionnaires, as applicable, and the Subscriber will hold
                                         harmless the Issuer from any loss or damage it or they may suffer as a result of the
                                         Subscriber’s failure to correctly complete this Agreement or the Questionnaires,
                                         as applicable;



		(m)	any
                                         resale of the Securities by the Subscriber will be subject to resale restrictions contained
                                         in the securities laws applicable to the Issuer, the Subscriber and any proposed transferee
                                         and it is the responsibility of the Subscriber to find out what those restrictions are
                                         and to comply with such restrictions before selling any of the Securities;



		(n)	the
                                         Subscriber has been advised to consult the Subscriber’s own legal, tax and other
                                         advisors with respect to the merits and risks of an investment in the Securities and
                                         with respect to applicable resale restrictions, and it is solely responsible (and the
                                         Issuer is not in any way responsible) for compliance with:



		(i)	any
                                         applicable laws of the jurisdiction in which the Subscriber is resident in connection
                                         with the distribution of the Securities hereunder, and



		(ii)	applicable
                                         resale restrictions;



		(o)	there
                                         may be material tax consequences to the Subscriber of an acquisition or disposition of
                                         the Securities and the Issuer gives no opinion and makes no representation to the Subscriber
                                         with respect to the tax consequences to the Subscriber under federal, state, provincial,
                                         local or foreign tax laws that may apply to the Subscriber’s acquisition or disposition
                                         of the Securities;



		(p)	the
                                         Subscriber consents to the placement of a legend or legends on any certificate or other
                                         document evidencing any of the Securities setting forth or referring to the restrictions
                                         on transferability and sale thereof contained in this Agreement;



		(q)	the
                                         Issuer has advised the Subscriber that the Issuer is relying on an exemption from the
                                         requirements to provide the Subscriber with a prospectus and to sell the Securities through
                                         a person registered to sell securities under provincial securities laws and other applicable
                                         securities laws, and, as a consequence of acquiring the Securities pursuant to such exemption,
                                         certain protections, rights and remedies provided by applicable securities laws (including
                                         the various provincial securities acts), including statutory rights of rescission or
                                         damages, will not be available to the Subscriber;



		(r)	no
                                         securities commission or similar regulatory authority has reviewed or passed on the merits
                                         of any of the Securities;



		(s)	there
                                         is no government or other insurance covering any of the Securities; and



		(t)	this
                                         Agreement is not enforceable by the Subscriber unless it has been accepted by the Issuer,
                                         and the Issuer reserves the right to reject this Subscription for any reason.



 




    	 	 	 



    	 	- 8 -	 



    

 


6. Representations
and Warranties of the Subscriber


 


6.1 The
Subscriber hereby represents and warrants to the Issuer (which representations and warranties will survive the Closing) that:


		(a)	unless
                                         the Subscriber has completed Exhibit B, the Subscriber is not a U.S. Person;



		(b)	the
                                         Subscriber is resident in the jurisdiction set out on page 2 of this Agreement;



		(c)	if
                                         the Subscriber is resident outside of Canada:



		(i)	the
                                         Subscriber is knowledgeable of, or has been independently advised as to, the applicable
                                         securities laws having application in the jurisdiction in which the Subscriber is resident
                                         (the “International Jurisdiction”) which would apply to the offer
                                         and sale of the Securities,



		(ii)	the
                                         Subscriber is purchasing the Securities pursuant to exemptions from prospectus or equivalent
                                         requirements under applicable securities laws or, if such is not applicable, the Subscriber
                                         is permitted to purchase the Securities under the applicable laws of the International
                                         Jurisdiction without the need to rely on any exemptions,



		(iii)	the
                                         applicable laws of the authorities in the International Jurisdiction do not require the
                                         Issuer to make any filings or seek any approvals of any kind whatsoever from any securities
                                         regulator of any kind whatsoever in the International Jurisdiction in connection with
                                         the offer, issue, sale or resale of any of the Securities,



		(iv)	the
                                         purchase of the Securities by the Subscriber does not trigger:



		A.	any
                                         obligation to prepare and file a prospectus or similar document, or any other report
                                         with respect to such purchase in the International Jurisdiction, or



		B.	any
                                         continuous disclosure reporting obligation of the Issuer in the International Jurisdiction,
                                         and



		(v)	the
                                         Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion
                                         of local counsel from the International Jurisdiction which will confirm the matters referred
                                         to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Issuer, acting
                                         reasonably;



		(d)	the
                                         Subscriber has the legal capacity and competence to enter into and execute this Agreement
                                         and to take all actions required pursuant hereto and, if the Subscriber is a corporate
                                         entity, it is duly incorporated and validly subsisting under the laws of its jurisdiction
                                         of incorporation and all necessary approvals by its directors, shareholders and others
                                         have been obtained to authorize execution and performance of this Agreement on behalf
                                         of the Subscriber;



		(e)	the
                                         entering into of this Agreement and the transactions contemplated hereby do not result
                                         in the violation of any of the terms and provisions of any law applicable to, or, if
                                         applicable, the constating documents of, the Subscriber or of any agreement, written
                                         or oral, to which the Subscriber may be a party or by which the Subscriber is or may
                                         be bound;



 




    	 	 	 



    	 	- 9 -	 



    

		(f)	the
                                         Subscriber has duly executed and delivered this Agreement and it constitutes a valid
                                         and binding agreement of the Subscriber enforceable against the Subscriber;



		(g)	the
                                         Subscriber has received and carefully read this Agreement;



		(h)	the
                                         Subscriber is aware that an investment in the Issuer is speculative and involves certain
                                         risks (including those risks disclosed in the Public Record), including the possible
                                         loss of the entire investment;



		(i)	the
                                         Subscriber has made an independent examination and investigation of an investment in
                                         the Securities and the Issuer and agrees that the Issuer will not be responsible in any
                                         way for the Subscriber’s decision to invest in the Securities and the Issuer;



		(j)	the
                                         Subscriber is not an underwriter of, or dealer in, any of the Securities, nor is the
                                         Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution
                                         of the Securities;



		(k)	the
                                         Subscriber is not aware of any advertisement of any of the Securities and is not acquiring
                                         the Securities as a result of any form of general solicitation or general advertising,
                                         including advertisements, articles, notices or other communications published in any
                                         newspaper, magazine or similar media, or broadcast over radio or television, or any seminar
                                         or meeting whose attendees have been invited by general solicitation or general advertising;
                                         and



		(l)	no
                                         person has made to the Subscriber any written or oral representations:



		(i)	that
                                         any person will resell or repurchase any of the Securities,



		(ii)	that
                                         any person will refund the purchase price of any of the Securities, or



		(iii)	as
                                         to the future price or value of any of the Securities.



 


6.2 In
this Agreement, the term “U.S. Person” will have the meaning ascribed thereto in Regulation S, and for the purpose
of this Agreement includes, but is not limited to: (a) any person in the United States; (b) any natural person resident in the
United States; (c) any partnership or corporation organized or incorporated under the laws of the United States; (d) any partnership
or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not
registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural
persons, estates or trusts; or (e) any estate or trust of which any executor or administrator or trustee is a U.S. Person.


 


7. Representations
and Warranties will be Relied Upon


 


7.1 The
Subscriber acknowledges that its representations and warranties contained herein and in the Questionnaires are made by it with
the intention that such representations and warranties will be relied upon by the Issuer and the Issuer’s Counsel in determining
the Subscriber’s eligibility to purchase the Securities under applicable laws, or (if applicable) the eligibility of others
on whose behalf it is contracting hereunder to purchase the Securities under applicable laws. The Subscriber further agrees that,
by accepting delivery of the Note Certificate, it will be representing and warranting that its representations and warranties
contained herein and in the Questionnaires are true and correct as at the Closing Date with the same force and effect as if they
had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of the Securities
and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of the Securities.


 




    	 	 	 



    	 	- 10 -	 



    

 


8. Acknowledgement
and Waiver


 


8.1 The
Subscriber has acknowledged that the decision to acquire the Securities was solely made on the basis of the Public Record. The
Subscriber hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages
to which the Subscriber might be entitled in connection with the distribution of any of the Securities.


 


9. Legending
and Registration of Subject Securities


 


9.1 The
Subscriber hereby acknowledges that a legend or legends may be placed on the certificates representing the Securities to the effect
that the Securities represented by such certificates are subject to a hold period and may not be traded until the expiry of such
hold period except as permitted by applicable securities laws, and the Subscriber consent to the placement of such legend(s) on
any certificate representing the Securities.


 


9.2 The
Subscriber hereby acknowledges and agrees to the Issuer making a notation on its records or giving instructions to the registrar
and transfer agent of the Issuer in order to implement the restrictions on transfer set forth and described in this Agreement.


 


10. Collection
of Personal Information


 


10.1 The
Subscriber acknowledges and consents to the fact that the Issuer is collecting the Subscriber’s personal information for
the purpose of fulfilling this Agreement and completing the Offering. The Subscriber acknowledges that its personal information
(and, if applicable, the personal information of those on whose behalf the Subscriber is contracting hereunder) may be included
in record books in connection with the Offering and may be disclosed by the Issuer to: (a) stock exchanges or securities regulatory
authorities, (b) the Issuer’s registrar and transfer agent, (c) Canadian tax authorities, (d) authorities pursuant to the
Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and (e) any of the other parties involved in
the Offering, including the Issuer’s Counsel. By executing this Agreement, the Subscriber is deemed to be consenting to
the foregoing collection, use and disclosure of the Subscriber’s personal information (and, if applicable, the personal
information of those on whose behalf the Subscriber is contracting hereunder) for the foregoing purposes and to the retention
of such personal information for as long as permitted or required by applicable laws. Notwithstanding that the Subscriber may
be purchasing the Securities as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars
as to the nature and identity of such undisclosed principal, and any interest that such undisclosed principal has in the Issuer,
all as may be required by the Issuer in order to comply with the foregoing. Furthermore, the Subscriber is hereby notified that:


		(a)	the
                                         Issuer may deliver to any securities commission having jurisdiction over the Issuer,
                                         the Subscriber or this Subscription, including any Canadian provincial securities commissions,
                                         the United States Securities and Exchange Commission and/or any state securities commissions
                                         (collectively, the “Commissions”), certain personal information pertaining
                                         to the Subscriber, including the Subscriber’s full name, residential address and
                                         telephone number, the number of securities of the Issuer owned by the Subscriber, the
                                         number of Securities purchased by the Subscriber, the total Subscription Amount paid,
                                         the prospectus exemption relied on by the Issuer and the date of distribution of the
                                         Notes;



 




    	 	 	 



    	 	- 11 -	 



    

		(b)	such
                                         information is being collected indirectly by the Commissions under the authority granted
                                         to them in applicable securities laws;



		(c)	such
                                         information is being collected for the purposes of the administration and enforcement
                                         of applicable securities laws; and



		(d)	the
                                         Subscriber may contact the following public official in Ontario with respect to questions
                                         about the Ontario Securities Commission’s indirect collection of such information
                                         at the following address and telephone number:



		(e)	Administrative
                                         Assistant to the Director of Corporate Finance

                                         Ontario Securities Commission

                                         Suite 1903, Box 55

                                         20 Queen Street West

                                         Toronto, ON M5H 3S8

                                         Telephone: (416) 593-8086



 


11. Costs


 


11.1 The
Subscriber acknowledges and agrees that all costs and expenses incurred by the Subscriber (including any fees and disbursements
of any special counsel retained by the Subscriber) relating to the purchase of the Note will be borne by the Subscriber.


 


12. Execution
of Subscription Agreement 


 


12.1 The
Issuer and the Issuer’s Counsel will be entitled to rely on delivery by facsimile machine or other means of electronic communication
capable of producing a printed copy of an executed copy of this Agreement, and acceptance by the Issuer of such facsimile or electronic
copy will be equally effective to create a valid and binding agreement between the Subscriber and the Issuer in accordance with
the terms hereof. If less than a complete copy of this Agreement is delivered to the Issuer or the Issuer’s Counsel prior
to or at Closing, the Issuer and the Issuer’s Counsel are entitled to assume that the Subscriber accepts and agrees to all
of the terms and conditions of the pages not delivered prior to or at Closing unaltered.


 


12.2 The
Subscriber hereby authorizes the Issuer to correct any minor errors in, or complete any minor information missing from any part
of this Agreement and any other acknowledgements, provisions, forms, certificates or documents executed by the Subscriber and
delivered to the Issuer or the Issuer’s Counsel in connection with the Subscription.


 


13. Beneficial
Subscribers


 


13.1 Whether
or not explicitly stated in this Agreement, any acknowledgement, representation, warranty, covenant or agreement made by the Subscriber
in this Agreement, including the exhibits hereto, will be treated as if made by the Disclosed Principal, if any.


 


14. Governing
Law


 


14.1 This
Agreement is governed by the laws of the State of Nevada.


 




    	 	 	 



    	 	- 12 -	 



    

 


15. Survival


 


15.1 This
Agreement, including, without limitation, the representations, warranties and covenants contained herein, will survive and continue
in full force and effect and be binding upon the Issuer and the Subscriber, notwithstanding the completion of the purchase of
the Securities by the Subscriber.


 


16. Assignment


 


16.1 This
Agreement is not transferable or assignable.


 


17. Severability


 


17.1 The
invalidity or unenforceability of any particular provision of this Agreement will not affect or limit the validity or enforceability
of the remaining provisions of this Agreement.


 


18. Entire
Agreement


 


18.1 Except
as expressly provided in this Agreement and in the exhibits, agreements, instruments and other documents attached hereto or contemplated
or provided for herein, this Agreement contains the entire agreement between the Issuer and the Subscriber with respect to the
sale of the Note and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or
written, by statute or common law, by the Issuer or by anyone else.


 


19. Notices


 


19.1 All
notices and other communications hereunder will be in writing and will be deemed to have been duly given if mailed or transmitted
by any standard form of telecommunication, including facsimile, electronic mail or other means of electronic communication capable
of producing a printed copy. Notices to the Subscriber will be directed to the address of the Subscriber set forth on page 2 of
this Agreement and notices to the Issuer will be directed to it at the address of the Issuer set forth on page 3 of this Agreement.


 


20. Counterparts
and Electronic Means


 


20.1 This
Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, will constitute an original
and all of which together will constitute one instrument. Delivery of an executed copy of this Agreement by electronic facsimile
transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and
delivery of this Agreement as of the Closing Date.


 


21. Exhibits


 


21.1 The
exhibits attached hereto form part of this Agreement.


 


22. Indemnity


 


22.1 The
Subscriber will indemnify and hold harmless the Issuer and, where applicable, its directors, officers, employees, agents, advisors
and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited
to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim,
lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation
or warranty of the Subscriber contained in this Agreement, the Questionnaires, as applicable, or in any document furnished by
the Subscriber to the Issuer in connection herewith being untrue in any material respect or any breach or failure by the Subscriber
to comply with any covenant or agreement made by the Subscriber to the Issuer in connection therewith.


 




    	 	 	 



    	 	- 13 -	 



    

 


EXHIBIT
A


 


CANADIAN
INVESTOR QUESTIONNAIRE


 


(ALBERTA,
BRITISH COLUMBIA, MANITOBA, NEWFOUNDLAND AND LABRADOR, NEW BRUNSWICK, NOVA SCOTIA, ONTARIO, PRINCE EDWARD ISLAND, QUEBEC, AND
SASKATCHEWAN)


 


TO:APPCOIN
INNOVATIONS INC. (the “Issuer”)


 


RE:Purchase
of Convertible Note (the “Note”) of the Issuer


 





 





Capitalized
terms used in this Canadian Questionnaire (this “Questionnaire”) and not specifically defined have the meaning
ascribed to them in the Private Placement Subscription Agreement between the Subscriber and the Issuer to which this Exhibit A
is attached.


 


In
connection with the purchase by the Subscriber (being the undersigned, or if the undersigned is purchasing the Note as agent on
behalf of a disclosed beneficial Subscriber, such beneficial Subscriber, will be referred herein as the “Subscriber”)
of the Note, the Subscriber hereby represents, warrants and certifies to the Issuer that the Subscriber:


		(i)	is
                                         purchasing the Note as principal (or deemed principal under the terms of National Instrument
                                         45-106 - Prospectus Exemptions adopted by the Canadian Securities Administrators
                                         (“NI 45-106”));



		(ii)	(A)	
                                         is resident in or is subject to the laws of one of the following (check one):



 


	 	[  ]    Alberta	[  ]
    New Brunswick	[  ]
    Prince Edward Island
	 	 	 	 
	 	[  ]    British Columbia	[  ]
    Nova Scotia	[  ]
    Quebec
	 	 	 	 
	 	[  ]
    Manitoba	[  ]
    Ontario	[  ]
    Saskatchewan
	 	 	 	 
	 	[  ]
    Newfoundland and Labrador	 
	 	 	 
	 	[  ]
    United States: _________________________ (List State of Residence)
	 	 
	 	or












	 	 	(B)	[  ]
                                         is resident in a country other than Canada or the United States; and






		(iii)	has
                                         not been provided with any offering memorandum in connection with the purchase of the
                                         Note.



 


In
connection with the purchase of the Note, the Subscriber hereby represents, warrants, covenants and certifies that the Subscriber
meets one or more of the following criteria:


 


	I.
    SUBSCRIBERS     PURCHASING UNDER THE “ACCREDITED INVESTOR” EXEMPTION
	 
	(a)	the
Subscriber is not a trust company or trust company registered under the laws of Prince Edward Island that is not registered or
authorized under the Trust and Loan Companies Act (Canada) or under comparable legislation in another jurisdiction of Canada; 



 




    	 	 	 



    	 	- 14 -	 



    

 


	(b)	the
    Subscriber is an “accredited investor” within the meaning of NI 45-106, by virtue of satisfying the indicated
    criterion as set out in Appendix “A” to this certificate (YOU MUST ALSO INITIAL OR PLACE A CHECK-MARK ON THE
    APPROPRIATE LINE IN APPENDIX “A” ATTACHED TO THIS CERTIFICATE)
	 	 
	(c)	If
    the Subscriber is an “accredited investor” within the meaning of NI 45-106 by virtue of satisfying the indicated
    criterion as set out in paragraphs (d), (f) or (g) of Appendix “A” to this certificate, the Subscriber has provided
    the Issuer with the signed risk acknowledgement form set out in Appendix “B” to this certificate;





 


	II.
                                                                          MINIMUM AMOUNT INVESTMENT

                                                                                

	 
	(a)	the
    Subscriber is not an individual as that term is defined in applicable Canadian securities laws.
	 	 
	(b) 

        
	the
    Subscriber is purchasing the Note as principal for its own account and not for the benefit of any other person;
	 	 
	(c)	the
    Note have an acquisition cost to the Subscriber of not less than $150,000, payable in cash at the Closing; and
	 	 
	(d)	the
    Subscriber was not created and is not being used solely to purchase or hold securities in reliance on the prospectus exemption
    provided under Section 2.10 of NI 45-106, it pre-existed the Offering and has a bona fide purpose other than investment in
    the Note. 


 


For
the purposes of the Canadian Investor Questionnaire and Appendix “A” attached to the Canadian Investor Questionnaire:


 


(a) an
issuer is “affiliated” with another issuer if


		(i)	one
                                         of them is the subsidiary of the other, or



		(ii)	each
                                         of them is controlled by the same person;



 


(b) “control
person” means


		(i)	a
                                         person who holds a sufficient number of the voting rights attached to all outstanding
                                         voting securities of an issuer to affect materially the control of the issuer, or



		(ii)	each
                                         person in a combination of persons, acting in concert by virtue of an agreement, arrangement,
                                         commitment or understanding, which holds in total a sufficient number of the voting rights
                                         attached to all outstanding voting securities of an issuer to affect materially the control
                                         of the issuer,



 


and,
if a person or combination of persons holds more than 20% of the voting rights attached to all outstanding voting securities of
an issuer, the person or combination of persons is deemed, in the absence of evidence to the contrary, to hold a sufficient number
of the voting rights to affect materially the control of the issuer;


 


(c) “director”
means


 




    	 	 	 



    	 	- 15 -	 



    

 


		(i)	a
                                         member of the board of directors of a company or an individual who performs similar functions
                                         for a company, and



		(ii)	with
                                         respect to a person that is not a company, an individual who performs functions similar
                                         to those of a director of a company;



 


(d) “eligibility
adviser” means


		(i)	a
                                         person that is registered as an investment dealer and authorized to give advice with
                                         respect to the type of security being distributed; and



		(ii)	in
                                         Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing
                                         with a law society of a jurisdiction of Canada or a public accountant who is a member
                                         in good standing of an institute or association of chartered accountants, certified general
                                         accountants or certified management accountants in a jurisdiction of Canada provided
                                         that the lawyer or public accountant must not:



		(A)	have
                                         a professional, business or personal relationship with the issuer, or any of its directors,
                                         executive officers, founders or control persons, and



		(B)	have
                                         acted for or been retained personally or otherwise as an employee, executive officer,
                                         director, associate or partner of a person that has acted for or been retained by the
                                         issuer or any of its directors, executive officers, founders or control persons within
                                         the previous 12 months;



 


(e) “executive
officer” means, for an issuer, an individual who is


		(i)	a
                                         chair, vice-chair or president,



		(ii)	a
                                         vice-president in charge of a principal business unit, division or function including
                                         sales, finance or production, or



		(iii)	performing
                                         a policy-making function in respect of the issuer;



 


(f) “financial
assets” means


		(i)	cash,



		(ii)	securities,
                                         or



		(iii)	a
                                         contract of insurance, a deposit or an evidence of a deposit that is not a security for
                                         the purposes of securities legislation;



		(g)	“foreign
                                         jurisdiction” means a country other than Canada or a political subdivision
                                         of a country other than Canada;



 


(h)          “founder”
means, in respect of an issuer, a person who,


		(i)	acting
                                         alone, in conjunction, or in concert with one or more persons, directly or indirectly,
                                         takes the initiative in founding, organizing or substantially reorganizing the business
                                         of the issuer, and



 




    	 	 	 



    	 	- 16 -	 



    

		(ii)	at
                                         the time of the distribution or trade is actively involved in the business of the issuer;



		(i)	“fully
                                         managed account” means an account of a client for which a person makes the
                                         investment decisions if that person has full discretion to trade in securities for the
                                         account without requiring the client’s express consent to a transaction;



		(j)	“individual”
                                         means a natural person, but does not include



		(i)	a
                                         partnership, unincorporated association, unincorporated syndicate, unincorporated organization
                                         or trust, or



		(ii)	a
                                         natural person in the person’s capacity as a trustee, executor, administrator or
                                         personal or other legal representative;



		(k)	“investment
                                         fund” means a mutual fund or a non-redeemable investment fund, and, for great
                                         certainty in British Columbia, includes an employee venture capital corporation and a
                                         venture capital corporation as such terms are defined in National Instrument 81-106 Investment
                                         Fund Continuous Disclosure;



		(l)	“jurisdiction”
                                         or “jurisdiction of Canada” means a province or territory of Canada except
                                         when used in the term foreign jurisdiction;



		(m)	“non-redeemable
                                         investment fund” means an issuer:









	 	(i)	whose
primary purpose is to invest money provided by its securityholders;
	 	 	 
	 	(ii) 	that
does not invest









		(A)	for
                                         the purpose of exercising or seeking to exercise control of an issuer, other than an
                                         issuer that is a mutual fund or a non-redeemable investment fund, or



		(B)	for
                                         the purpose of being actively involved in the management of any issuer in which it invests,
                                         other than an issuer that is a mutual fund or a non-redeemable investment fund, and



 


(iii) that
is not a mutual fund;


 


(n) “person”
includes


		(i)	an
                                         individual;



		(ii)	a
                                         corporation;



		(iii)	a
                                         partnership, trust, fund and an association, syndicate, organization or other organized
                                         group of persons, whether incorporated or not; and



		(iv)	an
                                         individual or other person in that person’s capacity as a trustee, executor, administrator
                                         or personal or other legal representative;



 




    	 	 	 



    	 	- 17 -	 



    

 


(o) “related
liabilities” means


		(i)	liabilities
                                         incurred or assumed for the purpose of financing the acquisition or ownership of financial
                                         assets, or



		(ii)	liabilities
                                         that are secured by financial assets; and



 


(p) “spouse”
means, an individual who,


		(i)	is
                                         married to another individual and is not living separate and apart within the meaning
                                         of the Divorce Act (Canada), from the other individual,



		(ii)	is
                                         living with another individual in a marriage-like relationship, including a marriage-like
                                         relationship between individuals of the same gender, or



		(iii)	in
                                         Alberta, is an individual referred to in paragraph (i) or (ii), or is an adult interdependent
                                         partner within the meaning of the Adult Interdependent Relationships Act (Alberta).



 


The
Subscriber agrees that the above representations and warranties will be true and correct both as of the execution of this Questionnaire
and as of the Closing and acknowledges that they will survive the completion of the issue of the Securities.


 


The
Subscriber acknowledges that the foregoing representations and warranties are made by the Subscriber with the intent that they
be relied upon in determining the suitability of the Subscriber to acquire the Securities and that this Questionnaire is incorporated
into and forms part of the Agreement.


 


The
Subscriber undertakes to immediately notify the Issuer of any change in any statement or other information relating to the Subscriber
set forth in the Agreement or in this Questionnaire which takes place prior to the Closing.


 


By
completing this Questionnaire, the Subscriber authorizes the indirect collection of this information by each applicable regulatory
authority or regulator and acknowledges that such information is made available to the public under applicable laws. 


 


DATED
as of                  day of                                ,
2017.


 


	 	X
	 	Signature
    of individual (if Subscriber is an individual)
	 	 
	 	X
	 	Authorized
    signatory (if Subscriber is not an individual)
	 	 
	 	Name
    of Subscriber (please print)
	 	 
	 	Name
    of authorized signatory (please print)


 




    	 	 	 



    	 	- 18 -	 



    

 


APPENDIX
“A”

TO CANADIAN INVESTOR QUESTIONNAIRE


 


Accredited
Investors only: Please check the appropriate box and initial


 


	[  ]	(a)	except
    in Ontario, a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer,
	 	 	 
	[  ]	(b)	an
    individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred
    to in paragraph (a),
	 	 	 
	[  ]	(c)	an
    individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly
    registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario)
    or the Securities Act (Newfoundland and Labrador),
	 	 	 
	[  ]	(d)	an
    individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that,
    before taxes but net of any related liabilities, exceeds $1,000,000 (YOU MUST INDICATE YOUR FINANCIAL ASSETS HERE: $__________________________
    o WITH SPOUSE / o WITHOUT SPOUSE AND ALSO COMPLETE THE RISK ACKNOWLEDGEMENT FORM IN APPENDIX “B” ATTACHED TO
    THIS CERTIFICATE),
	 	 	 
	[  ]	(e)	an
    individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related
    liabilities, exceeds $5,000,000,
	 	 	 
	[  ]	(f)	an
    individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income
    before taxes combined with that of a spouse exceeded $300,000 in each of the 2 most recent calendar years and who, in either
    case, reasonably expects to exceed that net income level in the current calendar year (YOU MUST INDICATE YOUR NET INCOME
    HERE: $__________________________ o WITH SPOUSE / o WITHOUT SPOUSE AND ALSO COMPLETE THE RISK ACKNOWLEDGEMENT FORM
    IN APPENDIX “B” ATTACHED TO THIS CERTIFICATE),
	 	 	 
	[  ]	(g)	an
    individual who, either alone or with a spouse, has net assets of at least $5,000,000 (YOU MUST INDICATE YOUR NET ASSETS
    HERE: $__________________________ o WITH SPOUSE / o WITHOUT SPOUSE AND ALSO COMPLETE THE RISK ACKNOWLEDGEMENT FORM
    IN APPENDIX “B” ATTACHED TO THIS CERTIFICATE),
	 	 	 
	[  ]	(h)	a
    person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently
    prepared financial statements and that has not been created or used solely to purchase or hold securities as an accredited
    investor as defined in this paragraph (h),



 


	[  ]	(i)	an
                                         investment fund that distributes or has distributed its securities only to









	 	(i)	a
        person that is or was an accredited investor at the time of the distribution,
	 	 	 
	 	(ii)	a
        person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment]
        of NI 45-106, or 2.19 [Additional investment in investment funds] of NI 45-106, or
	 	 	 
	 	(iii) 	a
        person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment]
        of NI 45-106,



 

 






    	 	 	 



    	 	- 19 -	 



    




 


	[  ]	(j)	an
    investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the
    regulator or, in Québec, the securities regulatory authority, has issued a receipt,
	 	 	 
	[  ]	(k)	a
    trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act
    (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a
    fully managed account managed by the trust company or trust corporation, as the case may be,
	 	 	 
	[  ]	(l)	a
    person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry
    on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction,
	 	 	 
	[  ]	(m)	a
    registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility
    adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice
    on the securities being traded,
	 	 	 
	[  ]	(n)	an
    entity organized in a foreign jurisdiction that is analogous to the entity referred to in paragraph (a) in form and function,
	 	 	 
	[  ]	(o)	a
    person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required
    by law to be owned by directors, are persons that are accredited investors,
	 	 	 
	[  ]	(p)	an
    investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser,
	 	 	 
	[  ]	(q)	a
    person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the
    regulator as an accredited investor, or
	 	 	 
	[  ]	(r)	a
    trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority
    of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former
    spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor,
    of that accredited investor’s spouse or of that accredited investor’s former spouse.


 


Dated
_____________________________, 2017.


 


	 	X
	 	Signature
    of individual (if Subscriber is an individual)
	 	 
	 	X
	 	Authorized
    signatory (if Subscriber is not an individual)
	 	 
	 	Name
    of Subscriber (please print)
	 	 
	 	Name
    of authorized signatory (please print)


 




    	 	 	 



    	 	- 20 -	 



    




 





 



    	 	 	 



    		 	 



    




 





 




    	 	 	 



    	 	- 21 -	 



    

 


EXHIBIT
B


 


UNITED
STATES ACCREDITED INVESTOR QUESTIONNAIRE


 


Capitalized
terms used in this U.S. Questionnaire (this “Questionnaire”) and not specifically defined have the meaning
ascribed to them in the Private Placement Subscription Agreement between the Subscriber and the Issuer to which this Exhibit B
is attached.


 


This
Questionnaire applies only to persons that are U.S. Purchasers. A “U.S. Purchaser” is (a) any U.S. Person,
(b) any person purchasing the Note on behalf of any U.S. Person, (c) any person that receives or received an offer of the Note
while in the United States, or (d) any person that is in the United States at the time the Subscriber’s buy order was made
or this Agreement was executed or delivered.


 


The
Subscriber understands and agrees that none of the Securities have been or will be registered under the 1933 Act, or applicable
state, provincial or foreign securities laws, and the Note is being offered and sold to the Subscriber in reliance upon the exemption
provided in Section 4(2) of the 1933 Act and Rule 506 of Regulation D under the 1933 Act for non-public offerings. The Note is
being offered and sold within the United States only to “accredited investors” as defined in Rule 501(a) of Regulation
D. The Note offered hereby are not transferable except in accordance with the restrictions described herein.


 


The
Subscriber represents, warrants, covenants and certifies (which representations, warranties, covenants and certifications will
survive the Closing) to the Issuer (and acknowledges that the Issuer is relying thereon) that:


	1.	it
                                         is not resident in Canada;



	2.	it
                                         has such knowledge and experience in financial and business matters as to be capable
                                         of evaluating the merits and risks of an investment in the Note and it is able to bear
                                         the economic risk of loss of its entire investment;



	3.	the
                                         Issuer has provided to it the opportunity to ask questions and receive answers concerning
                                         the terms and conditions of the Offering and it has had access to such information concerning
                                         the Issuer as it has considered necessary or appropriate in connection with its investment
                                         decision to acquire the Note;



	4.	it
                                         is acquiring the Note for its own account, for investment purposes only and not with
                                         a view to any resale, distribution or other disposition of the Securities in violation
                                         of the United States securities laws;



	5.	it
                                         (i) has adequate net worth and means of providing for its current financial needs and
                                         possible personal contingencies, (ii) has no need for liquidity in this investment, and
                                         (iii) is able to bear the economic risks of an investment in the Note for an indefinite
                                         period of time;



	6.	if
                                         the Subscriber is an individual (that is, a natural person and not a corporation, partnership,
                                         trust or other entity), then it satisfies one or more of the categories indicated below
                                         (please place an “X” on the appropriate lines):



 


	 	___________	a
    natural person whose individual net worth, or joint net worth with their spouse, exceeds US$1,000,000, excluding the value
    of the primary residence of such person(s) and the related amount of indebtedness secured by the primary residence up to its
    fair market value, 


 




    	 	 	 



    	 	- 22 -	 



    

 


	 	___________	a
    natural person who had an individual income in excess of US$200,000 in each of the two most recent years, or joint income
    with their spouse in excess of US$300,000 in each of those years, and has a reasonable expectation of reaching the same income
    level in the current year, or 
	 	___________	a
    director or executive officer of the Issuer;


		7.	if
                                         the Subscriber is a corporation, partnership, trust or other entity), then it satisfies
                                         one or more of the categories indicated below (please place an “X” on the
                                         appropriate lines):



 


	 	___________	an
    organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or
    similar business trust or partnership, not formed for the specific purpose of acquiring the Note, with total assets in excess
    of US$5,000,000,
	 	 	 
	 	___________	a
    “bank” as defined under Section (3)(a)(2) of the 1933 Act or savings and loan association or other institution
    as defined in Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary capacity; a broker dealer registered
    pursuant to Section 15 of the Securities Exchange Act of 1934 (United States); an insurance company as defined in Section
    2(13) of the 1933 Act; an investment company registered under the Investment Company Act of 1940 (United States) or
    a business development company as defined in Section 2(a)(48) of such Act; a Small Business Investment Company licensed by
    the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958 (United
    States); a plan with total assets in excess of US$5,000,000 established and maintained by a state, a political subdivision
    thereof, or an agency or instrumentality of a state or a political subdivision thereof, for the benefit of its employees;
    an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (United States)
    whose investment decisions are made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank,
    savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total
    assets in excess of US$5,000,000, or, if a self-directed plan, whose investment decisions are made solely by persons that
    are accredited investors,
	 	 	 
	 	___________	a
    private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (United
    States),
	 	 	 
	 	___________	a
    trust with total assets in excess of US$5,000,000, not formed for the specific purpose of acquiring the Note, whose purchase
    is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act, or
	 	 	 
	 	___________	an
    entity in which all of the equity owners satisfy the requirements of one or more of the categories set forth in Section 6
    above.


		8.	it
                                         has not purchased the Note as a result of any form of general solicitation or general
                                         advertising, including advertisements, articles, notices or other communications published
                                         in any newspaper, magazine or similar media or broadcast over radio, internet, television
                                         or other form of telecommunications, or any seminar or meeting whose attendees have been
                                         invited by general solicitation or general advertising;



 




    	 	 	 



    	 	- 23 -	 



    

	9.	if
                                         the Subscriber decides to offer, sell or otherwise transfer any of the Securities, it
                                         will not offer, sell or otherwise transfer any of such Securities directly or indirectly,
                                         unless:



		(a)	the
                                         sale is to the Issuer,



		(b)	the
                                         sale is made outside the United States in a transaction meeting the requirements of Rule
                                         904 of Regulation S under the 1933 Act and in compliance with applicable local laws and
                                         regulations in which such sale is made;



		(c)	the
                                         sale is made pursuant to the exemption from the registration requirements under the 1933
                                         Act provided by Rule 144 thereunder and in accordance with any applicable state securities
                                         or “blue sky” laws, or



		(d)	the
                                         Securities are sold in a transaction that does not require registration under the 1933
                                         Act or any applicable state laws and regulations governing the offer and sale of securities,
                                         and



		(e)	it
                                         has prior to such sale pursuant to subsection (c) or (d) furnished to the Issuer an opinion
                                         of counsel of recognized standing reasonably satisfactory to the Issuer, to such effect;



	10.	it
                                         understands and acknowledges that upon the issuance thereof, and until such time as the
                                         same is no longer required under the applicable requirements of the 1933 Act or applicable
                                         U.S. state laws and regulations, the certificates representing the Securities, and all
                                         securities issued in exchange therefor or in substitution thereof, will bear a legend
                                         in substantially the following form:



 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S.
SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF APPCOIN INNOVATIONS INC. (THE
“ISSUER”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER; (B) OUTSIDE
THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT OR (C) IN ACCORDANCE WITH THE EXEMPTION
FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE
STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE
STATE SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE ISSUER AN OPINION OF COUNSEL OF RECOGNIZED
STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD
DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”


 


Delivery
of certificates bearing such a legend may not constitute “good delivery” in settlement of transactions on Canadian
stock exchanges or over-the-counter markets. If the Issuer is a “foreign issuer” with no “substantial U.S. market
interest” (all within the meaning of Regulation S under the 1933 Act) at the time of sale, a new certificate, which will
constitute “good delivery”, will be made available to the purchaser upon provision by the Subscriber of a declaration
together with such other evidence of the availability of an exemption as the Issuer or its transfer agent may reasonably require;


 




    	 	 	 



    	 	- 24 -	 



    

	11.	it
                                         understands and agrees that there may be material tax consequences to the Subscriber
                                         of an acquisition or disposition of any of the Securities. The Issuer gives no opinion
                                         and makes no representation with respect to the tax consequences to the Subscriber under
                                         United States, state, local or foreign tax law of the Subscriber’s acquisition
                                         or disposition of the Securities;



	12.	it
                                         consents to the Issuer making a notation on its records or giving instructions to any
                                         transfer agent of the Issuer in order to implement the restrictions on transfer set forth
                                         and described in this Questionnaire and the Agreement;



	13.	it
                                         is resident in the United States of America, its territories and possessions or any state
                                         of the United States or the District of Columbia (collectively the “United States”),
                                         is a “U.S. Person” as such term is defined in Regulation S or was in the
                                         United States at the time the Note were offered or the Agreement was executed; and



	14.	it
                                         understands that the Issuer has no obligation to register any of the Securities or to
                                         take action so as to permit sales pursuant to the 1933 Act (including Rule 144 thereunder).



 


The
Subscriber undertakes to notify the Issuer immediately of any change in any representation, warranty or other information relating
to the Subscriber set forth herein which takes place prior to the Closing.


 


Dated
_____________________________, 2017.


 


	 	X
	 	Signature
    of individual (if Subscriber is an individual)
	 	 
	 	X
	 	Authorized
    signatory (if Subscriber is not an individual)
	 	 
	 	 
	 	Name
    of Subscriber (please print)
	 	 
	 	 
	 	Name
    of authorized signatory (please print)