Exhibit 10.34





 


WARRANT


YAPPN CORP.


 





	Series D No. ___  	________Shares



 








WARRANT TO PURCHASE COMMON STOCK


 


VOID AFTER 5:30 P.M., EASTERN


TIME, ON THE EXPIRATION DATE


 


THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED,
HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE
FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.


 


FOR VALUE RECEIVED, YAPPN CORP., a Delaware corporation (the
“Company”), hereby agrees to sell upon the terms and on the conditions hereinafter set forth, but no later than 5:30
p.m., Eastern Time, on the Expiration Date (as hereinafter defined) to ____________________or registered assigns (the “Holder”),
under the terms as hereinafter set forth, ________________________(_________) fully paid and non-assessable shares of the
Company’s common stock (the “Common Stock”), par value $0.0001 per share (the “Warrant Stock”), at
a purchase price of $0.22 per share (the “ Warrant Price”), pursuant to this warrant (this “Warrant”).  The
number of shares of Warrant Stock to be so issued and the Warrant Price are subject to adjustment in certain events as hereinafter
set forth.  The term “Common Stock” shall mean, when used herein, unless the context otherwise requires,
the stock and other securities and property at the time receivable upon the exercise of this Warrant.  Capitalized terms
used and not otherwise defined herein shall have the meanings set forth in that certain Subscription Agreement and corresponding
Term Sheet (collectively, the “Subscription Agreement”), dated as of the date hereof, entered into by the Company,
the Holder and the other signatories thereto.


 


1.           Exercise
of Warrant.


 


a.           The
Holder may exercise this Warrant according to its terms by surrendering this Warrant to the Company at the address set forth in
Section 8, the Notice of Exercise attached hereto having then been duly executed by the Holder, accompanied by cash, certified
check or bank draft in payment of the purchase price, in lawful money of the United States of America, for the number of shares
of the Warrant Stock specified in the Notice of Exercise, or as otherwise provided in this Warrant, prior to 5:30 p.m., Eastern
Time, on September 2, 2019 (the “Expiration Date ”).


 


b.           This
Warrant may be exercised in whole or in part so long as any exercise in part hereof would not involve the issuance of fractional
shares of Warrant Stock.  If exercised in part, the Company shall deliver to the Holder a new Warrant, identical in form,
in the name of the Holder, evidencing the right to purchase the number of shares of Warrant Stock as to which this Warrant has
not been exercised, which new Warrant shall be signed by the Chairman, Chief Executive Officer or President and the Secretary or
Assistant Secretary of the Company.  The term Warrant as used herein shall include any subsequent Warrant issued as provided
herein.


 



    	



    	 



    




 





c.           No
fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. The Company shall
pay cash in lieu of fractions with respect to the Warrants based upon the fair market value of such fractional shares of Common
Stock (which shall be the closing price of such shares on the exchange or market on which the Common Stock is then traded) at the
time of exercise of this Warrant.


 


d.           In
the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the Warrant Stock so purchased,
registered in the name of the Holder, shall be delivered to the Holder within  three (3) trading days after such rights
shall have been so exercised (the “ Warrant Stock Delivery Date ”). The person or entity in whose name any certificate
for the Warrant Stock is issued upon exercise of the rights represented by this Warrant shall for all purposes be deemed to have
become the holder of record of such shares immediately prior to the close of business on the date on which the Warrant was surrendered
and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate,
except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such
person shall be deemed to have become the holder of such shares at the opening of business on the next succeeding date on which
the stock transfer books are open. The Company shall pay any and all documentary stamp or similar issue or transfer taxes payable
in respect of the issue or delivery of shares of Common Stock on exercise of this Warrant.


 


2.           Disposition
of Warrant Stock and Warrant.


 


a.           The
Holder hereby acknowledges that this Warrant and any Warrant Stock purchased pursuant hereto are, as of the date hereof, not registered:
(i) under the Securities Act of 1933, as amended (the “Securities Act”),  on the ground that the issuance
of this Warrant is exempt from registration under Section 4(2) of the Securities Act as not involving any public offering or (ii)
under any applicable state securities law because the issuance of this Warrant does not involve any public offering; and that the
Company’s reliance on the Section 4(2) exemption of the Act, as the case may be, and under applicable state securities laws
is predicated in part on the representations hereby made to the Company by the Holder that it is acquiring this Warrant and will
acquire the Warrant Stock for investment for its own account, with no present intention of dividing its participation with others
or reselling or otherwise distributing the same, subject, nevertheless, to any requirement of law that the disposition of its property
shall at all times be within its control. This Warrant has been issued subject to certain investment representations of the original
Holder set forth in the Subscription Agreement attached hereto (the “Subscription Agreement”) and may be transferred
or exchanged only in compliance with applicable federal and state securities laws and regulations.


 



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The Holder hereby agrees that it will not sell or transfer all or
any part of this Warrant and/or Warrant Stock unless and until it shall first have given notice to the Company describing such
sale or transfer and furnished to the Company either (i) an opinion, reasonably satisfactory to counsel for the Company, of counsel
(skilled in securities matters, selected by the Holder) to the effect that the proposed sale or transfer may be made pursuant to
a registration statement or without registration under the Act and without registration or qualification under any state law, or
(ii) an interpretative letter from the Securities and Exchange Commission to the effect that no enforcement action will be recommended
if the proposed sale or transfer is made without registration under the Act.


 


b.           If,
at the time of issuance of the shares issuable upon exercise of this Warrant, no registration statement is in effect with respect
to such shares under applicable provisions of the Act, the Company may at its election require that the Holder provide the Company
with written reconfirmation of the Holder’s investment intent and that any stock certificate delivered to the Holder of a
surrendered Warrant shall bear legends reading substantially as follows:


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE
OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL
BE REASONABLY ACCEPTABLE TO THE COMPANY.  THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.”


 


In addition, so long as the foregoing legend may remain on any stock
certificate delivered to the Holder, the Company may maintain appropriate “stop transfer” orders with respect to such
certificates and the shares represented thereby on its books and records and with those to whom it may delegate registrar and transfer
functions.


 


3.           Exchange,
Transfer or Assignment of Warrant.  This Warrant is exchangeable, without expense, at the option of the Holder, upon
presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different
denominations, entitling the Holder or Holders thereof to purchase in the aggregate the same number of shares of Common Stock purchasable
hereunder.  Upon surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with
the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge,
execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly
be canceled. This Warrant may be divided or combined with other Warrants that carry the same rights upon presentation hereof at
the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names
and denominations in which new Warrants are to be issued and signed by the Holder hereof.


 



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4.           Capital
Adjustments.  This Warrant is subject to the following further provisions:


 


a.           Subdivision
or Combination of Shares.  If the Company at any time while this Warrant remains outstanding and unexpired shall subdivide
or combine its Common Stock, the number of shares of Warrant Stock purchasable upon exercise of this Warrant and the Warrant Price
shall be proportionately adjusted.


 


b.           Stock
Dividends and Distributions.  If the Company at any time while this Warrant is outstanding and unexpired shall issue
or pay the holders of its Common Stock, or take a record of the holders of its Common Stock for the purpose of entitling them to
receive, a dividend payable in, or other distribution of, Common Stock, then (i) the Warrant Price shall be adjusted in accordance
with Section 4(f) and (ii) the number of shares of Warrant Stock purchasable upon exercise of this Warrant shall be adjusted to
the number of shares of Common Stock that the Holder would have owned immediately following such action had this Warrant been exercised
immediately prior thereto.


 


c.           Stock
and Rights Offering to Shareholders.  If the Company shall at any time after the date of issuance of this Warrant distribute
to all holders of its Common Stock any shares of capital stock of the Company (other than Common Stock) or evidences of its indebtedness
or assets (excluding cash dividends or distributions paid from retained earnings or current year’s or prior year’s
earnings of the Company) or rights or warrants to subscribe for or purchase any of its securities (excluding those referred to
in the immediately preceding paragraph) (any of the foregoing being hereinafter in this paragraph called the “Securities”),
then in each such case, the Company shall reserve shares or other units of such Securities for distribution to the Holder upon
exercise of this Warrant so that, in addition to the shares of the Common Stock to which such Holder is entitled, such Holder will
receive upon such exercise the amount and kind of such Securities which such Holder would have received if the Holder had, immediately
prior to the record date for the distribution of the Securities, exercised this Warrant.


 


d.           Warrant
Price Adjustment.  Except as otherwise provided herein, whenever the number of shares of Warrant Stock purchasable upon
exercise of this Warrant is adjusted, as herein provided, the Warrant Price payable upon the exercise of this Warrant shall be
adjusted to that price determined by multiplying the Warrant Price immediately prior to such adjustment by a fraction (i) the numerator
of which shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately prior to such adjustment,
and (ii) the denominator of which shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately
thereafter.


 


e.           Certain
Shares Excluded.  The number of shares of Common Stock outstanding at any given time for purposes of the adjustments
set forth in this Section 4 shall exclude any shares then directly or indirectly held in the treasury of the Company.


 



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f.           Deferral
and Cumulation of De Minimis Adjustments.  The Company shall not be required to make any adjustment pursuant to this
Section 4 if the amount of such adjustment would be less than one percent (1%) of the Warrant Price in effect immediately before
the event that would otherwise have given rise to such adjustment.  In such case, however, any adjustment that would
otherwise have been required to be made shall be made at the time of and together with the next subsequent adjustment which, together
with any adjustment or adjustments so carried forward, shall amount to not less than one (1%) percent of the Warrant Price in effect
immediately before the event giving rise to such next subsequent adjustment.


 


g.           Duration
of Adjustment.  Following each computation or readjustment as provided in this Section 4, the new adjusted Warrant Price
and number of shares of Warrant Stock purchasable upon exercise of this Warrant shall remain in effect until a further computation
or readjustment thereof is required.


 


5.           Notice
to Holders.


 


a.           Notice
of Record Date.  In case:


 


(i)           the
Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable upon the exercise
of this Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividend payable out of earned surplus
of the Company) or other distribution, or any right to subscribe for or purchase any shares of stock of any class or any other
securities, or to receive any other right;


 


(ii)           of
any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation with or
merger of the Company into another corporation, or any conveyance of all or substantially all of the assets of the Company to another
corporation; or


 


(iii)           of
any voluntary dissolution, liquidation or winding-up of the Company;


 


then, and in each such case, the Company will mail or cause to be
mailed to the Holder hereof at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is
to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution
or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation
or winding-up is to take place, and the time, if any, is to be fixed, as of which the holders of record of Common Stock (or such
stock or securities at the time receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of
Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification,
consolidation, merger, conveyance, dissolution or winding-up.  Such notice shall be mailed at least thirty (30) days
prior to the record date therein specified, or if no record date shall have been specified therein, at least thirty (30) days prior
to such specified date, provided, however, failure to provide any such notice shall not affect the validity of such transaction.


 



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b.           Certificate
of Adjustment. Whenever any adjustment shall be made pursuant to Section 4 hereof, the Company shall promptly make a certificate
signed by its Chairman, Chief Executive Officer, President, Vice President, Chief Financial Officer or Treasurer, setting forth
in reasonable detail the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was
calculated and the Warrant Price and number of shares of Warrant Stock purchasable upon exercise of this Warrant after giving
effect to such adjustment, and shall promptly cause copies of such certificates to be mailed (by first class mail, postage prepaid)
to the Holder of this Warrant.


 


6.           Loss,
Theft, Destruction or Mutilation.  Upon receipt by the Company of evidence satisfactory to it, in the exercise of its
reasonable discretion, of the ownership and the loss, theft, destruction or mutilation of this Warrant and, in the case of loss,
theft or destruction, of indemnity reasonably satisfactory to the Company and, in the case of mutilation, upon surrender and cancellation
thereof, the Company will execute and deliver in lieu thereof, without expense to the Holder, a new Warrant of like tenor dated
the date hereof.


 


7.           Warrant
Holder Not a Stockholder.  The Holder of this Warrant, as such, shall not be entitled by reason of this Warrant to any
rights whatsoever as a stockholder of the Company.


 


8.           Notices.  Any
notice required or contemplated by this Warrant shall be deemed to have been duly given if transmitted by registered or certified
mail, return receipt requested, or nationally recognized overnight delivery service, to the Company at its principal executive
offices located at 1001 Avenue of the Americas, 11th Floor, New York, NY 10018 Attn: Chief Executive Officer, or to the Holder
at the name and address set forth in the Warrant Register maintained by the Company.


 


9.           Choice
of Law.  THIS WARRANT IS ISSUED UNDER AND SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.


 


10.           Jurisdiction
and Venue.  The Company and Holder hereby agree that any dispute which may arise between them arising out of or in connection
with this Warrant shall be adjudicated before a court located in New York County, New York and they hereby submit to the exclusive
jurisdiction of the federal and state courts of the State of York located in New York County with respect to any action or legal
proceeding commenced by any party, and irrevocably waive any objection they now or hereafter may have respecting the venue of any
such action or proceeding brought in such a court or respecting the fact that such court is an inconvenient forum, relating to
or arising out of this Warrant or any acts or omissions relating to the sale of the securities hereunder, and consent to the service
of process in any such action or legal proceeding by means of registered or certified mail, return receipt requested, in care of
the address set forth herein or such other address as either party shall furnish in writing to the other.


 


11.           Amendment.  This
Warrant may be modified or amended or the provisions hereof waived with the written consent signed by both (a) the Company and
(b) holders of Warrants representing a majority of the Warrant Stock then outstanding and not exercised


  


 


[Signature Page Follows.]


 



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IN WITNESS WHEREOF, the Company has duly caused this Warrant to
be signed on its behalf, in its corporate name and by its duly authorized officers, as of this ____ day of ______, 2014. 


 


 


 


By:_______________________________


      Name:David Lucatch


      Title:Chief Executive Officer


 


 



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NOTICE OF EXERCISE


 


	TO:	 
	 	 
	 	Tel: (800) 395-9943
	 	 
	 	Fax: (905) 763-6175


 















(1)           The
undersigned hereby elects to purchase ______________ shares of Warrant Stock of the Company pursuant to the terms of the attached
Warrant to Purchase Common Stock, and tenders herewith payment of the Warrant Price in full.


 


(2)           Payment
shall take the form of  in lawful money of the United States;


  


(3)           Please
issue a certificate or certificates representing said shares of Warrant Stock in the name of the undersigned or in such other name
as is specified below:


 


 The shares of Warrant Stock shall be delivered
to the following DWAC Account Number, if permitted, or by physical delivery of a certificate to:


 


Name: ________________________________


 


Address: ________________________________


 


 ________________________________


 


EIN/SSN: ________________________________


 


(4)           Accredited
Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act
of 1933, as amended.


 


____________________________________________


[SIGNATURE OF HOLDER]


 


Name of Investing Entity:___________________________


 


Signature of Authorized Signatory of Investing Entity: ________________________


 


Name and Title of Authorized Signatory: _______________________


 


Date: _______________________


 






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ASSIGNMENT FORM


 


(To assign the foregoing warrant, execute


this form and supply required information.


Do not use this form to exercise the warrant.)


 


 


FOR VALUE RECEIVED, all of or shares of the
foregoing Warrant and all rights evidenced thereby are hereby assigned to:


 


Whose address is:


 


 


Dated:                                   


 


Holder’s Name:


 


Holder’s Signature:


 


Name and Title of Signatory:


 


Holder’s Address:


 


Signature Guaranteed:


 


NOTE:  The signature to this Assignment Form must correspond
with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be
guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.


 


 


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