Exhibit 10.1


 


ATLAN MEDIA, INC.


REGULATION S SUBSCRIPTION AGREEMENT


 


SECTION 1.


 


1.1           Subscription.  The
undersigned, ___________, intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase ______________
shares (the “Shares”) of the common stock (the “Common Stock”) of ATLAN MEDIA, INC., a Nevada corporation
(the "Company") in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended
(the “Securities Act”).


 


1.2           Purchase
of Shares.    The undersigned understands and acknowledges that the purchase price to be remitted to the Company
in exchange for the Shares shall be an aggregate of ____________________ or $0.058 per Share.  The Company shall deliver
the Shares to the undersigned promptly after the acceptance of this Subscription Agreement by the Company.


 


1.3           Acceptance
or Rejection.


 


(a)  The undersigned understands
and agrees that the Company reserves the right to reject this subscription for the Shares if, in its reasonable judgment, it deems
such action in the best interest of the Company, at any time prior to the Closing, notwithstanding prior receipt by the undersigned
of notice of acceptance of the undersigned's subscription.


 


(b)   The undersigned understands
and agrees that its subscription for the Shares is irrevocable.


 


(c)   In the event the sale
of the Shares subscribed for by the undersigned is not consummated by the Company for any reason (in which event this Subscription
Agreement shall be deemed to be rejected), this Subscription Agreement and any other agreement entered into between the undersigned
and the Company relating to this subscription shall thereafter have no force or effect and the Company shall promptly return or
cause to be returned to the undersigned the purchase price remitted to the Company by the undersigned, without interest thereon
or deduction therefrom, in exchange for the Shares.


 


SECTION 2.


 


2.1           Closing.  The
closing (the "Closing") of the purchase and sale of the Shares, shall occur simultaneously with the acceptance by the
Company of the undersigned's subscription, as evidenced by the Company's execution of this Subscription Agreement.


 


SECTION 3.


 


3.1           Investor
Representations and Warranties.   The undersigned hereby acknowledges, represents and warrants to, and agrees
with, the Company and its affiliates as follows:


 


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


 


(b)   Authority.  The
undersigned has full power and authority to enter into this Agreement, the execution and delivery of this Agreement has been duly
authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersigned.


 


(c)    No Marketing
in United States.  The undersigned is not subscribing for the Shares as a result of or subsequent to any of the following
marketing activities in the United States: any advertisement, article, notice or other communication published in any newspaper,
magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of
a subscription by person previously not known to the undersigned in connection with investment securities generally.


 


(d)   No Obligation to
Register Shares.  The undersigned understands that the Company is under no obligation to register the Shares under
the Securities Act, or to assist the undersigned in complying with the Securities Act or the securities laws of any state of the
United States or of any foreign jurisdiction.


 


(e)  Investment Experience.  The
undersigned is (i) experienced in making investments of the kind described in this Agreement, (ii) able, by reason of the business
and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in
any way by the Company or any of its affiliates or selling agents), to protect its own interests in connection with the transactions
described in this Agreement, and (iii) able to afford the entire loss of its investment in the Shares.


 




     


     


    

 


(f)  Exemption from Registration.  The
undersigned acknowledges his understanding that the offering and sale of the Shares is intended to be exempt from registration
under the Securities Act.  In furtherance thereof, in addition to the other representations and warranties of the undersigned
made herein, the undersigned further represents and warrants to and agrees with the Company and its affiliates as follows:


 


(1)           The
undersigned realizes that the basis for the exemption may not be present if, notwithstanding such representations, the undersigned
has in mind merely acquiring the Shares for a fixed or determinable period in the future, or for a market rise, or for sale if
the market does not rise.  The undersigned does not have any such intention;


 


(2)           The
undersigned has the financial ability to bear the economic risk of his investment, has adequate means for providing for his current
needs and personal contingencies and has no need for liquidity with respect to his investment in the Company; and


 


(3)           The
undersigned has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks
of the prospective investment in the Shares.  The undersigned also represents it has not been organized for the purpose
of acquiring the Shares; and


 


(4)           The
undersigned has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information
concerning the offering of the Shares, the Company and all other information to the extent the Company possesses such information
or can acquire it without unreasonable effort or expense.


 


(g)           Economic
Considerations.  The undersigned is not relying on the Company, or its affiliates or agents with respect to economic
considerations involved in this investment.  The undersigned has relied solely on its own advisors.


 


(h)           No
Other Company Representations.  No representations or warranties have been made to the undersigned by the Company,
or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company contained
herein, and in subscribing for Shares the undersigned is not relying upon any representations other than those contained herein.


 


(i)           Compliance
with Laws.  Any resale of the Shares during the ‘distribution compliance period’ as defined in Rule 902(f)
to Regulation S shall only be made in compliance with exemptions from registration afforded by Regulation S.  Further,
any such sale of the Shares in any jurisdiction outside of the United States will be made in compliance with the securities laws
of such jurisdiction.  The Investor will not offer to sell or sell the Shares in any jurisdiction unless the Investor
obtains all required consents, if any.


 


(j)           Regulation
S Exemption.  The undersigned understands that the Shares are being offered and sold to him in reliance on an exemption
from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the
Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments
and understandings of the Investor set forth herein in order to determine the applicability of such exemptions and the suitability
of the Investor to acquire the Shares.  In this regard, the undersigned represents, warrants and agrees that:


 


(1)           The
undersigned is not a citizen of the United States, not a U.S. Person (as defined below) and is not an affiliate (as defined in
Rule 501(b) under the Securities Act) of the Company and is not acquiring the Shares for the account or benefit of a U.S. Person.  A
U.S. Person means any one of the following:


 


(A)            any
natural person resident in the United States of America;


 


(B)           any
partnership or corporation organized or incorporated under the laws of the United States of America;


 


(C)            any
estate of which any executor or administrator is a U.S. person;


 


(D)           any
trust of which any trustee is a U.S. person;


 


(E)           any
agency or branch of a foreign entity located in the United States of America;


 


(F)           any
non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit
or account of a U.S. person;


 


(G)           any
discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated
or (if an individual) resident in the United States of America; and


 


(H)           any
partnership or corporation if:


 


(i)           organized
or incorporated under the laws of any foreign jurisdiction; and


 


(ii)          formed
by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized
or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not
natural persons, estates or trusts.


 




     


     


    

 


(2)           At
the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement,
the undersigned was outside of the United States.


 


(3)           The
undersigned will not, during the period commencing on the date of issuance of the Shares and ending on the first anniversary of
such date, or such shorter period as may be permitted by Regulation S or other applicable securities law (the “Restricted
Period”), offer, sell, pledge or otherwise transfer the Shares in the United States, or to a U.S. Person for the account
or for the benefit of a U.S. Person, or otherwise in a manner that is not in compliance with Regulation S.


 


(4)           The
undersigned will, after expiration of the Restricted Period, offer, sell, pledge or otherwise transfer the Shares only pursuant
to registration under the Securities Act or an available exemption therefrom and, in accordance with all applicable state and foreign
securities laws.


 


(5)           The
undersigned was not in the United States, engaged in, and prior to the expiration of the Restricted Period will not engage in,
any short selling of or any hedging transaction with respect to the Shares, including without limitation, any put, call or other
option transaction, option writing or equity swap.


 


(6)           Neither
the undersigned nor or any person acting on his behalf has engaged, nor will engage, in any directed selling efforts to a U.S.
Person with respect to the Shares and the Investor and any person acting on his behalf have complied and will comply with the “offering
restrictions” requirements of Regulation S under the Securities Act.


 


(7)           The
transactions contemplated by this Agreement have not been pre-arranged with a buyer located in the United States or with a U.S.
Person, and are not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


(8)           Neither
the undersigned nor any person acting on his behalf has undertaken or carried out any activity for the purpose of, or that could
reasonably be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for
any of the Shares.  The undersigned agrees not to cause any advertisement of the Shares to be published in any newspaper
or periodical or posted in any public place and not to issue any circular relating to the Shares, except such advertisements that
include the statements required by Regulation S under the Securities Act, and only offshore and not in the U.S. or its territories,
and only in compliance with any local applicable securities laws.


 


(9)           Each
certificate representing the Shares shall be endorsed with the following legends, in addition to any other legend required to be
placed thereon by applicable federal or state securities laws:


 


(A)           “THE
SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (“THE SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.”


 


(B)           “TRANSFER
OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE
SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION.  HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS
IN COMPLIANCE WITH THE SECURITIES ACT.”


 


(10)           The
undersigned consents to the Company making a notation on its records or giving instructions to any transfer agent of the Company
in order to implement the restrictions on transfer of the Shares set forth in this Section 2.


 


(k)           Accredited
Investor.  The undersigned is an “accredited investor” as that term is defined in Rule 501 of the General
Rules and Regulations under the Securities Act by reason of Rule 501(a)(3).


 


(l)           Potential
Loss of Investment; Risk Factors.  The undersigned understands that an investment in the Shares is a speculative
investment which involves a high degree of risk and the potential loss of his entire investment. The undersigned understands
that the following factors, among others, could cause the loss of any or all of his investment.


 


(1)           The
Company is a development stage company with no operating history for the undersigned to evaluate its business.  The Company
was incorporated in the State of Nevada in October 2015, and as a result is only in the very early stages of development.  Because
the Company has no operating history, it is difficult to evaluate its business and future prospects.  The undersigned
has also considered the uncertainties and difficulties frequently encountered by companies, such as the Company, in their early
stages of development.  The Company’s revenue and income potential is non-existent and its business model is still
emerging.  If its business model does not prove to be profitable, the undersigned may lose all of his investment.


 


(2)           The
Company currently does not have enough working capital to satisfy its capital needs.  The Company is dependent upon its
management team to fund its ongoing operations, and cannot be certain that future financing will be available to it on acceptable
terms when it needs it.  The Company can give no assurances that it will be able to sell any portion of this offering
or that management will continue to fund its ongoing operations.  This, along with the possibility of other factors and
circumstances the Company cannot predict, may require it to seek additional financing faster than anticipated.  If the
Company is unable to obtain financing to meet its needs, the undersigned may lose of his investment.


 






     


     


    

 


(3)           The
Company’s officers and directors will only devote a limited amount of time to the Company.  Their divided interests
may hinder the Company's ability to generate revenue.  This could result in missed business opportunities and worse-than-expected
operating results.  The undersigned may lose his entire investment.


 


(m)           Investment
Commitment.  The undersigned's overall commitment to investments which are not readily marketable is not disproportionate
to the undersigned's net worth, and an investment in the Shares will not cause such overall commitment to become excessive.


 


(n)           Receipt
of Information.  The undersigned has received all documents, records, books and other information pertaining to the
undersigned’s investment in the Company that has been requested by the undersigned.


 


(o)           Investor
Questionnaire.  The undersigned represents and warrants to the Company that all information that the undersigned
has provided to the Company, including, without limitation, the information in the Investor Questionnaire attached hereto or previously
provided to the Company (the “Investor Questionnaire”), is correct and complete as of the date hereof.


 


(p)           No
Reliance.  Other than as set forth herein, the undersigned is not relying upon any other information, representation
or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest
in the Shares.  The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s
own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes
that his or its investment in the Shares is suitable and appropriate for the undersigned.


 


(q)           No
Governmental Review.  The undersigned is aware that no federal or state agency has (i) made any finding or determination
as to the fairness of this investment, (ii) made any recommendation or endorsement of the Shares or the Company, or (iii) guaranteed
or insured any investment in the Shares or any investment made by the Company.


 


(r)           Price
of Shares.  The undersigned understands that the price of the Shares offered hereby bear no relation to the assets,
book value or net worth of the Company and were determined arbitrarily by the Company.  The undersigned further understands
that there is a substantial risk of further dilution on his or its investment in the Company.


 


SECTION 4.


 


4.1           Company’s
Representations and Warranties.  The Company represents and warrants to the undersigned as follows:


 


(a)           
Organization of the Company.  The Company is a corporation duly organized and validly existing and in good standing
under the laws of the State of Nevada.


 


(b)           Authority.   (a)  The
Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to issue
the Shares; (b) the execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated
hereby and thereby have been duly authorized by all necessary corporate action and no further consent or authorization of the Company
or its Board of Directors or stockholders is required; and (c) this Agreement has been duly executed and delivered by the Company
and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except
as such  enforceability  may be limited by applicable bankruptcy, insolvency, or similar laws relating to,
or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of general application.


 


(c)           Exemption
from Registration; Valid Issuances.  The sale and issuance of the Shares, in accordance with the terms and on the
bases of the representations and warranties of the undersigned set forth herein, may and shall be properly issued by the Company
to the undersigned pursuant to any applicable federal or state law. When issued and paid for as herein provided, the Shares shall
be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Shares pursuant to, nor the Company's performance
of its obligations under, this Agreement shall (a) result in the creation or imposition of any liens, charges, claims or other
encumbrances upon the Shares or any of the assets of the Company, or (b) entitle the other holders of the Common Stock of the Company
to preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Shares shall
not subject the undersigned to personal liability by reason of the ownership thereof.


 


SECTION 5.


 


5.1             Indemnity.  The
undersigned agrees to indemnify and hold harmless the Company, its officers and directors, employees and its affiliates and their
respective successors and assigns and each other person, if any, who controls any thereof, against any loss, liability, claim,
damage and expense whatsoever (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating,
preparing or defending against any litigation commenced or threatened or any claim whatsoever) arising out of or based upon any
false representation or warranty or breach or failure by the undersigned to comply with any covenant or agreement made by the undersigned
herein or in any other document furnished by the undersigned to any of the foregoing in connection with this transaction.


 






     


     


    

 


5.2           Modification.  Neither
this Agreement nor any provisions hereof shall be modified, discharged or terminated except by an instrument in writing signed
by the party against whom any waiver, change, discharge or termination is sought.


 


5.3           Notices.  Any
notice, demand or other communication which any  party hereto may be required, or may elect, to give to anyone interested
hereunder shall be sufficiently given if (a) sent via trackable international courrier service, addressed to such address as may
be given herein, or (b) delivered personally at such address.


 


5.4           Counterparts.  This
Agreement may be executed through the use of separate signature pages or in any number of counterparts and by facsimile, and each
of such counterparts shall, for all purposes, constitute one agreement binding on all parties, notwithstanding that all parties
are not signatories to the same counterpart. Signatures may be facsimiles.


 


5.5           Binding
Effect.  Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the
parties and their heirs, executors, administrators, successors, legal representatives and assigns.  If the undersigned
is more than one person, the obligation of the undersigned shall be joint and several and the agreements, representations, warranties
and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his heirs, executors,
administrators and successors.


 


5.6           Entire
Agreement.  This Agreement and the documents referenced herein contain the entire agreement of the parties and there
are no representations, covenants or other agreements except as stated or referred to herein and therein.


 


5.7           Assignability.  This
Agreement is not transferable or assignable by the undersigned.


 


5.8           Applicable
Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without
giving effect to conflicts of law principles.


 


5.9           Pronouns.  The
use herein of the masculine pronouns "him" or "his" or similar terms shall be deemed to include the feminine
and neuter genders as well and the use herein of the singular pronoun shall be deemed to include the plural as well.


 


5.10           Further
Assurances.  Upon request from time to time, the undersigned shall execute and deliver all documents, take all rightful
oaths and do all other acts that may be necessary or desirable, in the reasonable opinion of the Company or its counsel, to effect
the subscription for the Shares in accordance herewith.


 









     


     


    

  


IN WITNESS WHEREOF, the undersigned has executed this Agreement
on the 9th day of April, 2016.


 


Amount of Investment:


 


	$	 	 


 


	INDIVIDUAL INVESTOR:	 
	 	 
	 	 
	Print Name	 
	 	 
	 	 
	Signature	 
	 	 
	PARTNERSHIP, CORPORATION, TRUST,
	CUSTODIAL ACCOUNT, OTHER INVESTOR
	 	 
	 	 
	(Name of Entity)	 


 


	By:	 	 
	Name:	 	 
	Title:	 	 
	Address:	 	 


 


Taxpayer Identification Number, if available:_____________


 






     


     


    

 


ACCEPTANCE OF SUBSCRIPTION


 


(to be filed out only by the Company)


 


The Company hereby accepts the above application for subscription
for Shares on behalf of the Company.


 


	Dated: April 9, 2016	 
	 	 	 	 
	ATLAN MEDIA, INC.	 
	 	 	 	 
	By:	 	 	 
		Name:	William Atlan	 
		Title:	President and CEO