Quint Media Inc. - Exhibit 10.23 - Filed by newsfilecorp.com






THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE
"SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE
TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO
REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"1933 ACT").

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT
RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT OR ANY U.S. STATE SECURITIES
LAWS AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
AVAILABLE 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 SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. 

PRIVATE PLACEMENT SUBSCRIPTION 

QUINT MEDIA INC. 

PRIVATE PLACEMENT 

INSTRUCTIONS TO SUBSCRIBER: 

	1. 	
      COMPLETE the information on Page 10 of this
      Subscription Agreement.

	 	 
	2. 	
      DELIVER the Subscription Proceeds, in the form of
      cash, bank draft or wire transfer (wire transfer instructions will be
      provided upon request), together with one originally executed copy of this
      entire Subscription Agreement to Quint Media Inc.,
at



Quint Media Inc. 
3250 NE 1st Ave, Suite 305

Miami, FL 33137 


	3. 	
      FAX a copy of Page 10 of this Subscription
      Agreement to Quint Media Inc., attention Constantin Dietrich at
      (416)352-5239.

	 	 
		
      If you have any questions please contact Constantin
      Dietrich at: 1 (786) 431-2174.







Page 2 of 12 

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE
"SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE
TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO
REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"1933 ACT").

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT
RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, NOR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
AVAILABLE 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 SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. 

PRIVATE PLACEMENT SUBSCRIPTION 
(Non U.S. and
Non-Canadian Subscribers Only) 


	TO: 	QUINT MEDIA INC. (the "Company")
    
	  	3250 NE 1st Ave, Suite 305 
	  	Miami, FL 33137 


Purchase of Securities 

1.                    
SUBSCRIPTION 

1.1   The undersigned (the "Subscriber")
hereby irrevocably subscribes for and agrees to purchase a Promissory Note (the
"Securities") (appended to this subscription agreement as Schedule A) in
the amount set out on Page 10 of this Subscription Agreement (such subscription
and agreement to purchase being the "Subscription"), for the total
subscription price as set out on Page 10 of this Subscription Agreement (the
"Subscription Proceeds"), which Subscription Proceeds are tendered
herewith, on the basis of the representations and warranties and subject to the
terms and conditions set forth herein. 

1.2   The Company hereby agrees to sell the
Securities to the Subscriber on the basis of the representations and warranties
and subject to the terms and conditions set forth herein. Subject to the terms
hereof, the Subscription Agreement will be effective upon its acceptance by the
Company. 

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

2.                    
PAYMENT 

2.1   The Subscription Proceeds must accompany
this Subscription Agreement or they must be wired directly to the Company in
accordance with wire instructions that will be provided by the Company on
request. 

2.2   The Company may treat the Subscription
Proceeds as a non-interest bearing loan and may use the Subscription Proceeds
prior to this Subscription Agreement being accepted by the Company. 




Page 3 of 12 

2.3    The Subscriber must complete, sign
and return to the Company an executed copy of this Subscription Agreement. 

2.4    The Subscriber shall complete, sign
and return to the Company as soon as possible, on request by the Company, any
documents, questionnaires, notices and undertakings as may be required by
regulatory authorities, stock exchanges and applicable law. 

3.                    
CLOSING 

3.1    Closing of the purchase and sale of
the Securities shall occur on or before July 31, 2014, or on such other date as
may be determined by the Company in its sole discretion (the "Closing
Date"), but there is no minimum or maximum number of securities being
offered. The Subscriber acknowledges that securities may be issued to other
subscribers under this offering (the "Offering"), and that these may
close before, on or after the Closing Date. 

4.                    
ACKNOWLEDGEMENTS OF SUBSCRIBER 

4.1    The Subscriber acknowledges and
agrees that: 

	 	(a) 	
      the Securities have not been registered under the U.S.
      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 are
      being offered only in a transaction not involving any public offering
      within the meaning of the 1933 Act, and, unless so registered, may not be
      offered or sold in the United States or to a U.S. Person, as that term is
      defined in Regulation “S” (“Regulation “S”) promulgated by the
      Securities and Exchange Commission (the “SEC”) pursuant to the 1933
      Act, except 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 securities laws;

	 	 	 
	 	(b) 	
      the Company will refuse to register any transfer of any
      of the Securities not made in accordance with the provisions of Regulation
      S, pursuant to an effective registration statement under the 1933 Act or
      pursuant to an available exemption from, or in a transaction not subject
      to, the registration requirements of the 1933 Act;

	 	 	 
	 	(c) 	
      the decision to execute this Subscription Agreement and
      purchase the Securities has not been based upon any oral or written
      representation as to fact or otherwise made by or on behalf of the Company
      and such decision is based solely upon information provided by the Company
      in this document (the "Company Information").

	 	 	 
	 	(d) 	
      the Subscriber and the Subscriber's advisor(s) have had a
      reasonable opportunity to review the Company Information and to ask
      questions of and receive answers from the Company regarding the Offering,
      and to obtain additional information, to the extent possessed or
      obtainable without unreasonable effort or expense, necessary to verify the
      accuracy of the information contained in the Company Information, or any
      other document provided to the Subscriber;

	 	 	 
	 	(e) 	
      by execution hereof the Subscriber has waived the need
      for the Company to communicate its acceptance of the purchase of the
      Securities pursuant to this Subscription Agreement;

	 	 	 
	 	(f) 	
      the Company is entitled to rely on the representations
      and warranties and the statements and answers of the Subscriber contained
      in this Subscription Agreement and the Subscriber will hold harmless the
      Company from any loss or damage it may suffer as a result of the
      Subscriber's failure to correctly complete this Subscription
    Agreement;







Page 4 of 12 

	 	(g) 	
      the Subscriber will indemnify and hold harmless the
      Company and, where applicable, its respective 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 acknowledgment,
      representation or warranty of the Subscriber contained herein or in any
      other document furnished by the Subscriber to the Company 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 Company in connection therewith;

	 	 	 	 
	 	(h) 	
      the issuance and sale of the Securities to the Subscriber
      will not be completed if it would be unlawful or if, in the discretion of
      the Company acting reasonably, it is not in the best interests of the
      Company;

	 	 	 	 
	 	(i) 	
      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 the
      applicable resale restrictions, and it is solely responsible (and the
      Company 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;

	 	 	 	 
	 	(j) 	
      the Subscriber has not acquired the Securities as a
      result of, and will not itself engage in, any "directed selling efforts"
      (as defined in Regulation S) in the United States in respect of any of the
      Securities which would include any activities undertaken for the purpose
      of, or that could reasonably be expected to have the effect of,
      conditioning the market in the United States for the resale of any of the
      Securities; provided, however, that the Subscriber may sell or otherwise
      dispose of any of the Securities pursuant to registration of any of the
      Securities pursuant to the 1933 Act and any applicable state securities
      laws or under an exemption from such registration requirements and as
      otherwise provided herein;

	 	 	 	 
	 	(k) 	
      the Subscriber is not a U.S. Person (as defined in
      Regulation S), is outside the United States when receiving and executing
      this Subscription Agreement and is acquiring the Securities as principal
      for its own account, 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 Securities;

	 	 	 	 
	 	(l) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer and sale of the Securities, although in technical
      compliance with Regulation S, would not be available if the offering is
      part of a plan or scheme to evade the registration provisions of the 1933
      Act;

	 	 	 	 
	 	(m) 	
      the Company has advised the Subscriber that the Company
      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 and, as a consequence of acquiring the Securities
      pursuant to this exemption, certain protections, rights and remedies,
      including statutory rights of rescission or damages, will not be available
      to the Subscriber;

	 	 	 	 
	 	(n) 	
      the Securities are not listed on any stock exchange and
      no representation has been made to the Subscriber that any of the
      Securities will become listed on any stock
exchange;







Page 5 of 12 

	 	(o) 	
      neither the SEC, nor any other securities regulatory
      authority has reviewed or passed on the merits of the
Securities;

	 	 	 
	 	(p) 	
      no documents in connection with this Offering have been
      reviewed by the SEC, nor by any other state securities
    administrators;

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

	 	 	 
	 	(r) 	
      this Subscription Agreement is not enforceable by the
      Subscriber unless it has been accepted by the Company, and the Subscriber
      acknowledges and agrees that the Company reserves the right to reject any
      subscription for any reason.



5.                   
 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
SUBSCRIBER 

5.1   The Subscriber hereby represents and warrants
to and covenants with the Company, as of the date of this Agreement and as of
the Closing Date (which representations, warranties and covenants shall survive
the Closing Date) that: 

	 	(a) 	
      the Subscriber is outside the United States when
      receiving and executing this Subscription Agreement;

	 	 	 	 
	 	(b) 	
      the Subscriber is not a “U.S. Person”, as defined in
      Regulation S;

	 	 	 	 
	 	(c) 	
      the Subscriber is not acquiring the Securities for the
      account or benefit of, directly or indirectly, any U.S. Person, as defined
      in Regulation S;

	 	 	 	 
	 	(d) 	
      the Subscriber is resident in the jurisdiction set out on
      Page 10 of this Subscription Agreement;

	 	 	 	 
	 	(e) 	
      the Subscriber:

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

	 	 	 	 
	 		(ii) 	
      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 securities laws of the securities
      regulators in the International Jurisdiction without the need to rely on
      any exemptions,

	 	 	 	 
	 		(iii) 	
      acknowledges that the applicable securities laws of the
      authorities in the International Jurisdiction do not require the Company
      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 issue and sale or resale of the
      Securities, and

	 	 	 	 
	 		(iv) 	
      represents and warrants that the acquisition 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







Page 6 of 12 

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



the Subscriber will, if requested by
the Company, deliver to the Company 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 Company,
acting reasonably; 

	 	(f) 	
      the Subscriber is acquiring the Securities as principal
      for investment only and not with a view to, or for, resale, distribution
      or fractionalization thereof, in whole or in part, and, in particular, it
      has no intention to distribute either directly or indirectly any of the
      Securities in the United States or to U.S. Persons (as defined in
      Regulation S);

	 	 	 
	 	(g) 	
      the Subscriber acknowledges that it has not acquired the
      Securities as a result of, and will not itself engage in, any "directed
      selling efforts" (as defined in Regulation S) in the United States in
      respect of any of the Securities which would include any activities
      undertaken for the purpose of, or that could reasonably be expected to
      have the effect of, conditioning the market in the United States for the
      resale of any of the Securities; provided, however, that the Subscriber
      may sell or otherwise dispose of any of the Securities pursuant to
      registration of any of the Securities pursuant to the 1933 Act and any
      applicable state securities laws or under an exemption from such
      registration requirements and as otherwise provided herein;

	 	 	 
	 	(h) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Subscription Agreement and to take all actions
      required pursuant hereto and, if the Subscriber is a corporation, 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 Subscription Agreement on behalf of the
      Subscriber;

	 	 	 
	 	(i) 	
      the entering into of this Subscription 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;

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

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

	 	 	 
	 	(l) 	
      the Subscriber (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
      Securities for an indefinite period of time, and can afford the complete
      loss of such investment;

	 	 	 
	 	(m) 	
      the Subscriber has the degree of knowledge, education and
      experience in financial and business matters as to enable the Subscriber
      to evaluate the merits and risks of the investment in the Securities and
      the Company;

	 	 	 
	 	(n) 	
      the Subscriber understands and agrees that the Company
      and others will rely upon the truth and accuracy of the acknowledgements,
      representations, warranties, covenants and agreements contained in this
      Subscription Agreement, and agrees that if any of such acknowledgements,
      representations and agreements are no longer accurate or have been
      breached, the Subscriber shall promptly notify the
  Company;







Page 7 of 12 

	 	(o) 	
      the Subscriber is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the investment;

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

	 	 	 	 
	 	(q) 	
      the Subscriber has made an independent examination and
      investigation of an investment in the Securities and the Company and has
      depended on the advice of its legal and financial advisors and agrees that
      the Company will not be responsible in anyway whatsoever for the
      Subscriber's decision to invest in the Securities and the
  Company;

	 	 	 	 
	 	(r) 	
      if the Subscriber is acquiring the Securities as a
      fiduciary or agent for one or more investor accounts, the Subscriber has
      sole investment discretion with respect to each such account, and the
      Subscriber has full power to make the foregoing acknowledgements,
      representations and agreements on behalf of such account;

	 	 	 	 
	 	(s) 	
      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;

	 	 	 	 
	 	(t) 	
      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,

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

	 	 	 	 
	 		(iv) 	
      that any of the Securities will be listed and posted for
      trading on any stock exchange or that application has been made to list
      and post any of the Securities of the Company on any stock exchange;
      and

	 	 	 	 
	 	(u) 	
      the Subscriber acknowledges and agrees that the Company
      shall not consider the Subscriber's Subscription for acceptance unless the
      undersigned provides to the Company, along with an executed copy of this
      Subscription Agreement, such supporting documentation that the Company or
      its legal counsel may request to establish the Subscriber's qualification
      as a qualified investor.



5.2   In this Subscription Agreement, the term "U.S.
Person" shall have the meaning ascribed thereto in Regulation S promulgated
under the 1933 Act and for the purpose of the Subscription Agreement includes
any person in the United States. 

6.                    
ACKNOWLEDGEMENT AND WAIVER 

6.1    The Subscriber has acknowledged that
the decision to purchase the Securities was made based solely on the Company
Information. 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. Because the Subscriber is not purchasing the Securities under a
prospectus, the Subscriber may not have the civil protections, rights and
remedies that would otherwise be available to the Subscriber, including
statutory rights of rescission or damages. 




Page 8 of 12 

7.                   
 REPRESENTATIONS AND WARRANTIES WILL BE RELIED UPON BY THE
COMPANY 

7.1   The Subscriber acknowledges that the
acknowledgements, representations and warranties contained herein are made by it
with the intention that they may be relied upon by the Company and its legal
counsel in determining the Subscriber's eligibility to purchase the Securities
under applicable securities legislation, or (if applicable) the eligibility of
others on whose behalf it is contracting hereunder to purchase the Securities
under applicable securities legislation. The Subscriber further agrees that by
accepting delivery of the certificates representing the Securities, it will be
representing and warranting that the acknowledgements representations and
warranties contained herein are true and correct as of the date hereof and the
date of delivery and will continue in full force and effect notwithstanding any
subsequent disposition by the Subscriber of all of the Securities. 

8.                   
 RESALE RESTRICTIONS 

8.1   The Subscriber acknowledges that any
resale of any of the Securities will be subject to resale restrictions contained
in the securities legislation applicable to the Subscriber or proposed
transferee. The Subscriber acknowledges that none of the Securities have been
registered under the 1933 Act or the securities laws of any state of the United
States. The Securities may not be offered or sold in the United States unless
registered in accordance with federal securities laws and all applicable state
securities laws or exemptions from such registration requirements are available.


8.2 No Securities of any class of the Company shall be
transferred without the approval of the directors, provided that approval of any
transfer of Securities may be given as aforesaid after the transfer has been
effected upon the records of the Company, in which event, unless the said
approval stipulates otherwise, the said transfer shall be valid and shall take
effect as from the date of its very entry upon the books of the Company. This
covenant shall survive the Closing. 

9.                    
COLLECTION OF PERSONAL INFORMATION 

9.1   The Subscriber acknowledges and consents
to the fact that the Company is collecting the Subscriber's personal information
for the purpose of fulfilling this Subscription Agreement and completing the
Offering. The Subscriber's personal information (and, if applicable, the
personal information of those on whose behalf the Subscriber is contracting
hereunder) may be disclosed by the Company to (a) stock exchanges or securities
regulatory authorities, (b) the Company's registrar and transfer agent, (c) tax
authorities, (d) law enforcement authorities, and (f) any of the other parties
involved in the Offering, including legal counsel, and may be included in record
books in connection with the Offering. By executing this Subscription 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) and to the retention of such personal information for as long as
permitted or required by law or business practice. Notwithstanding that the
Subscriber may be purchasing Securities as agent on behalf of an undisclosed
principal, the Subscriber agrees to provide, on request, particulars as to the
identity of such undisclosed principal as may be required by the Company in
order to comply with the foregoing.

Furthermore, the Subscriber is hereby notified that the
Corporation may deliver to the Securities and Exchange Commission certain
personal information pertaining to the Subscriber, including such Subscriber’s
full name, residential address and telephone number, the number of shares or
other securities of the Corporation owned by the Subscriber, the number of
Securities purchased by the Subscriber and the total purchase price paid for
such Securities, the prospectus exemption relied on by the Corporation and the
date of distribution of the Securities. 

10.                   COSTS


10.1  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 Securities shall be borne by the Subscriber. 




Page 9 of 12 

11.                   GOVERNING
LAW 

11.1  This Subscription Agreement is governed by the
laws of the State of Nevada. The Subscriber, in its personal or corporate
capacity and, if applicable, on behalf of each beneficial purchaser for whom it
is acting, irrevocably attorns to the exclusive jurisdiction of the Courts of
the State of Nevada. 

12.                  
SURVIVAL 

12.1   This Subscription Agreement, including without
limitation the representations, warranties and covenants contained herein, shall
survive and continue in full force and effect and be binding upon the parties
hereto notwithstanding the completion of the purchase of the Securities by the
Subscriber pursuant hereto. 

13.                   ASSIGNMENT


13.1   This Subscription Agreement is not
transferable or assignable. 

14.                  
SEVERABILITY 

14.1   The invalidity or unenforceability of any
particular provision of this Subscription Agreement shall not affect or limit
the validity or enforceability of the remaining provisions of this Subscription
Agreement. 

15.                  
ENTIRE AGREEMENT 

15.1   Except as expressly provided in this
Subscription Agreement and in the agreements, instruments and other documents
contemplated or provided for herein, this Subscription Agreement contains the
entire agreement between the parties with respect to the sale of the Securities
and there are no other terms, conditions, representations or warranties, whether
expressed, implied, oral or written, by statute or common law, by the Company or
by anyone else. 

16.                   NOTICES


16.1   All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if hand
delivered, sent by overnight courier or transmitted by any standard form of
telecommunication or electronic mail. Notices to the Subscriber shall be
directed to the address on Page 10 and notices to the Company shall be directed
to it at the address stated on the first page of this Subscription Agreement.


17.                  
COUNTERPARTS AND ELECTRONIC MEANS 

17.1                  This
Subscription Agreement may be executed in any number of counterparts, each of
which, when so executed and delivered, shall constitute an original and all of
which together shall constitute one instrument. Delivery of an executed copy of
this Subscription 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 Subscription Agreement as of the date
hereinafter set forth. 




Page 10 of 12 

IN WITNESS WHEREOF the Subscriber has duly executed this
Subscription Agreement as of the date hereinafter set forth. 

DELIVERY AND REGISTRATION INSTRUCTIONS

	1. 	
      Delivery - please make deliveries to the following
      address:

	 	 
		
                Trels
      Investments,
      Ltd.                                                                                  

	 	 
		
      (name)

	 	 
		
                P.O.
      Box AP-59223 Slot #501, Nassau,
      Bahamas                                        
(address)

	 	 
	 	 
	2. 	
      Registration - registration of the Securities should be
      made as follows:

	 	 
		
                Trels
      Investments,
      Ltd.                                                                                   
(name)

	 	 
		
                 No.
      4, Offices at Old Fort, Western Road, P.O. Box SP-63771, Nassau,
      Bahamas           (address)

	 	 
	 	 
	3. 	
      The undersigned hereby acknowledges that he or she will
      deliver to the Company all such additional completed forms in respect of
      the Subscriber's purchase of the Securities as may be required for filing
      with the appropriate securities regulatory
authorities.



 

	 	Trels Investments, Ltd. 	 	No. 4, Offices at Old Fort, Western Road
  
	 	 
    	 	P.O.
      Box SP-63771 
	 	(Name of Subscriber – Please type or print) 	 	(Address of Subscriber) 
	 	 	 	 
	 	 
    	 	Nassau, Bahamas 
	 	(Name of Signatory and Office, if for a body
	 	(City, State, and Zip Code of Subscriber)

	 	corporate – Please type or print) 	 	  
	 	 	 	 
	 	 
    	 	Bahamas 
	 	(Signature) 	 	(Country of Subscriber) 
	 	 	 	 
	 	US$100,000 7% PROMISSORY NOTE 	 	 
    
	 	(Note to be Purchased) 	 	(Fax Number) 
	 	 	 	 
	 	US$100,000 	 	dunhilldirectors@gmail.com 
	 	(Total Subscription Price) 	 	(Email Address) 






Page 11 of 12 

A C C E P T A N C E 

The above-mentioned Subscription Agreement in respect of the
Securities is hereby accepted by QUINT MEDIA INC. 

DATED at Miami, FL, the 15th day of July, 2014. 

QUINT MEDIA INC. 

 

By:  
________________________________________________
                               
Constantin Dietrich, President and CEO 





SCHEDULE A 

INSTRUMENT 

THIS SECURITY WAS ISSUED IN AN OFFSHORE TRANSACTION TO A
PERSON WHO IS NOT A U.S. PERSON AS DEFINED IN REGULATION S PROMULGATED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). ACCORDINGLY,
THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE 1933 ACT OR ANY U.S.
STATE SECURITIES LAWS AND, UNLESS SO REGISTERED, IT MAY NOT BE OFFERED OR SOLD
IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT 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 SECURITIES LAWS. IN ADDITION,
HEDGING TRANSACTIONS INVOLVING THIS PROMISSORY NOTE MAY NOT BE CONDUCTED UNLESS
IN ACCORDANCE WITH THE 1933 ACT. 

PROMISSORY NOTE 

	US$100,000 	Date:
  _______________________________


FOR VALUE RECEIVED, the undersigned promises to pay to the
order of _________________ at its principal office located at
__________________, or at such other place as the holder of this Note may
from time to time designate, the principal sum of ONE HUNDRED THOUSAND
DOLLARS ($100,000.00) in lawful money of the United States of America,
together with interest thereon as herein provided, on March 31, 2015. 

The principal amount or such portion thereof as shall remain
outstanding from time to time shall accrue simple interest, calculated monthly
in arrears, at a rate of SEVEN PERCENT (7%) PER ANNUM commencing on the
date of this promissory note and payable at maturity.

If principal is not paid when due, the undersigned promises to
pay all costs of collection, including without limitation, legal fees, and all
expenses in connection with the protection or realization of the collateral
securing this promissory note, if any, or the enforcement of any guaranty hereof
incurred by the holder(s) hereof on account of such collection, whether or not
suit is filed hereon or thereon; such costs and expenses shall include, without
limitation, all costs, expenses and legal fees incurred by the holder(s) hereof
in connection with any insolvency, bankruptcy, arrangement or other similar
proceedings involving the undersigned, or involving any endorser or guarantor
hereof, which in any way affects the exercise by the holder(s) hereof of the
rights and remedies of such holder(s) under this promissory note.

The undersigned may prepay all or any portion of the principal
sum without prior notice to, or the consent of, the holder, at any time and from
time-to-time during the term of this Note. 

Presentment, protest, notice of protest and notice of dishonour
are hereby waived.

QUINT MEDIA INC. 

By:  
________________________________________________
                    
Constantin Dietrich, President and CEO