YzApp International Inc. - Exhibit 10.3 - Prepared By TNT Filings Inc.




  




Exhibit 10.3 

STOCK SUBSCRIPTION AGREEMENT 

This STOCK
SUBSCRIPTION AGREEMENT is made as of the date appearing at the end of this
agreement between YzApp International Inc., a Nevada corporation ("the
Company"), and the investor whose name and signature appear at the end of this
agreement ("the Investor"). In consideration of the mutual promises contained
herein and of other good and valuable consideration, the Company and the
Investor mutually agree as follows: 


1. 


The Investor hereby purchases from the
Company and the Company hereby sells to the Investor that number of shares of
the Series A Voting Convertible Preferred Stock of the Company set forth at the
end of this agreement ("the Securities") for an aggregate purchase price of
$375,000, upon the terms of payment also set forth at the end of this agreement.



2. 


The Investor hereby represents and
warrants as follows: 


a. 

The Investor
has had reasonable access to all information that the Investor deems material to
the Investor's decision to make this investment, and has been provided with
satisfactory answers from the Company to any questions that the Investor has had
concerning the Company or this offering. 


b. 

The Investor
is acquiring the Securities solely for the Investor's own account, not as a
nominee or agent and without any view to subsequent resale, transfer or
distribution of the Securities to others and has no present intention of
selling, granting any participation in or otherwise distributing the Securities.



c. 

The Investor
understands that the Securities have not been registered under the Securities
Act of 1933 or under the securities laws of any state and, therefore, cannot be
resold unless any exemption from registration is available and that the
Securities may be "restricted securities" as that term is defined in SEC Rule
144. 

d. 

The Investor
understands that the offer and sale of the Securities is intended to be exempt
from registration under the Securities Act of 1933, as amended and exempt from
registration under any state law. 

e. 

Further, the
Investor understands that the Company is a "shell" company within the definition
of the Rule 12b-25 of the Securities Exchange Act of 1934, as amended, and
accordingly, is presently unable to sell the Securities under the "safe harbor"
provisions of SEC Rule 144. 


f. 

The Investor
is an "accredited investor" as that term is defined in SEC Rule 501(a), is able
to bear the economic risks of this investment for an indefinite period of time,
could afford a complete loss of this investment and considers the Investor to be
capable of evaluating this investment on the basis of prior business and
investment experience and consultation with such independence advisors as the
Investor has consulted. 


3. 


The Investor agrees not to sell, transfer
or otherwise distribute the Securities (a) without giving the Company thirty
(30) days' advance written notice and (b) unless the Securities are subsequently
registered under the Securities Act of 1933 and any applicable state securities
laws or unless an exemption under applicable law is available for such sale,
transfer or distribution. 


4. 


The Investor hereby indemnifies and agrees
to hold harmless the Company and the Company's officers, directors and agents
against any and all loss, liability, claim, damage and expense arising out of
any breach by the Investor of any representation, warranty or covenant contained
in this Agreement. 



5. 


In the event the Company proposes to file
a registration statement under the Securities Act of 1933 with respect to an
offering for its own account of any class of its equity securities (other than a
registration statement on Form S-8 or Form S-4 (or any successor form) or any
other registration statement relating solely to employee benefit plans or filed
in connection with an exchange offer, a transaction to which Rule 145 (or any
successor provision) under the Securities Act of 1933 applies or an offering of
securities solely to the Company's existing shareholders), then the Company
shall in each case give written notice of such proposed filing to the Investor
as soon as practicable (but no later than 20 business days) before the
anticipated filing date, and such notice shall offer the Investor the
opportunity to register such number of Securities as the Investor may request.
The Investor desiring to have Securities included in such registration statement
shall so advise the Company in writing within 10 business days after the date on
which the Company's notice is so given, setting forth the number of shares of
Securities for which registration is requested. If as a result of the Investor's
election to register the Securities, the total amount of securities to be
registered exceed the limit imposed by Rule 415, then the number of shares of
Securities to be registered and offered for the account of the Investor shall be
reduced pro rata on the basis of the number of Securities requested by such
Investor to be registered and offered to the extent necessary to reduce the
total amount of securities to be included in the registration statement to an
amount that falls within the limits of Rule 415 (provided that if securities are
being registered and offered for the account of other persons or entities in
addition to the Company, such reduction shall not be proportionally greater than
any similar reductions imposed on such other persons or entities). If the
Company's offering is to be an underwritten offering, the Company shall, subject
to the further provisions of this Agreement, use its reasonable best efforts to
cause the managing underwriter or underwriters to permit the Investor to include
such Securities in such offering on the same terms and conditions as any similar
securities of the Company included therein. The right of the Investor to
registration in connection with an underwritten offering by the Company shall,
unless the Company otherwise assents, be conditioned upon such Investor's
participation as a seller in such underwritten offering and its execution of an
underwriting agreement with the managing underwriter or underwriters selected by
the Company. Notwithstanding the foregoing, if the managing underwriter or
underwriters of such offering deliver a written opinion to the Company that
either because of (a) the kind of securities that the Company, the Investor and
any other persons or entities intend to include in such offering or (b) the size
of the offering that the Company, the Investor and any other persons or entities
intend to make, the success of the offering would be materially and adversely
affected by inclusion of the Securities requested to be included, then (i) in
the event that the size of the offering is the basis of such managing
underwriter's opinion, the number of shares of Securities to be registered and
offered for the account of the Investor shall be reduced pro rata on the basis
of the number of Securities requested by such Investor to be registered and
offered to the extent necessary to reduce the total amount of securities to be
included in such offering to the amount recommended by such managing underwriter
or underwriters (provided that if securities are being registered and offered
for the account of other persons or entities in addition to the Company, such
reduction shall not be proportionally greater than any similar reductions
imposed on such other persons or entities) and (ii) in the event that the
combination of securities to be offered is the basis of such managing
underwriters opinion, (x) the Securities to be included in such registration and
offering shall be reduced as described in clause (i) above or (y) if such
actions would, in the reasonable judgment of the managing underwriter, be
insufficient to substantially eliminate the adverse effect that inclusion of the
Securities requested to be included would have on such offering, such Securities
will be excluded entirely from such registration and offering. Any Securities
excluded from an underwriting shall, if applicable, be withdrawn from
registration and shall not, without the consent of the Company, be transferred
in a public distribution prior to the earlier of ninety (90) days (or such other
shorter period of time as the managing underwriter may require) after the
effective date of the registration statement or ninety (90) days after the date
the Investor is notified of such exclusion. 

6. 


All Registration Expenses (as defined
herein) will be borne by the Company. Underwriting discounts and commissions
applicable to the sale of Securities shall be borne by the Investor to which
such discount or commission relates, and the Investor shall be responsible for
the fees and expenses of any legal counsel, accountants or other agents retained
by the Investor and all other out-of-pocket expenses incurred by such Investor
in connection with any registration under this Agreement. As used herein, the
term Registration Expenses means all expenses incident to the Company's
performance of or compliance with this Agreement (whether or not the
registration in connection with which such expenses are incurred ultimately
becomes effective), including without limitation all registration and filing
fees, fees and expenses of compliance with securities or blue sky laws
(including reasonable fees and disbursements of counsel in connection with blue
sky qualifications of the Securities), rating agency fees, printing expenses,
the fees and expenses incurred in connection with the listing or admission for
quotation of the Securities to be registered an any securities exchange or
quotation system and fees and disbursements of counsel for the Company and its
independent certified public accountants (including the expenses of any special
audit or comfort letters required by or incident to such performance),
securities act liability insurance (if the Company elects to obtain such
insurance), the reasonable fees and expenses of any special expert retained by
the Company in connection with such registration and the fees and expenses of
other persons retained by the Company. 



7. 

This Agreement
shall be interpreted, construed and enforced and its construction and
performance shall be governed by the laws of the State of New York without
regard to principles of conflicts of laws, except to the extent that Federal law
may apply. Any dispute shall be subject to the jurisdiction of the courts of New
York, New York and the parties agree to subject themselves to the jurisdiction
of the courts in New York county, New York. 

IN WITNESS WHEREOF, the Company and the Investor have duly executed this
Agreement as of the date set forth below. 


	
    December 23, 2008	 	
    Tan Zhen Investment Limited
	
    Date	 	
    Investor's Name
	 	 	 
	 	 	
    /s/ Yi Li
	
    Investor's Social Security #	 	
    Investor's Signature
	 	 	 
	 	 	 
	 	 	YZAPP INTERNATIONAL
    INC.
	 	 	 
	 	 	 
	 	 	
    /s/ Eugene M. Weiss
	 	 	
    President
	 	 	 
	 	 	 
	 	 	Purchase Price:
	 	 	Number of
    Securities Purchased: 20,168
	 	 	Terms of Purchase:
    Delivery of Securities to be made
	 	 	upon payment in full
    of the purchase price