Unassociated Document


    Exhibit
      10.1

    


    CHINESEWORLDNET.COM
      INC.

    NON-US-PURCHASER

    SUBSCRIPTION
      AGREEMENT

     

    THIS
      SUBSCRIPTION AGREEMENT
      (this
“
      Agreement”
      ), is
      made and entered into as of the date set forth on the signature page hereto,
      by
      the undersigned person on the signature page hereto (“Investor”)
      and
      ChineseWorldNet.com Inc., a company established under the laws of the Cayman
      Islands (the “Company”).

    


    WITNESSETH :

    


    WHEREAS,
      this
      Agreement is being entered into in connection with the purchase by Investor
      of
      Common Stock (as defined below) of the Company, and the issuance by the Company
      of such Common Stock to Investor;

    


    WHEREAS,
      Investor desires to purchase Common Stock from the Company, and the Company
      desires to sell such Common Stock to Investor;

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual agreements herein contained and other good and
      valuable consideration, receipt of which are hereby acknowledged, the parties
      hereto agree as follows:


    


    ARTICLE
      1

    DEFINITIONS
      AND OTHER TERMS

    


    Section
      1.01  Definitions.
      As used
      in this Agreement, the following terms shall have the following meanings (such
      meanings to be equally applicable to both the singular and plural forms of
      the
      terms defined):

    


    “Additional
      Closings” has
      the
      meaning set forth in Section
      2.04.
      

    


    “Agreement”
      has the
      meaning set forth in the preamble.

    


    “Closing”
      means
      the
      closing of the purchase and sale of the Common Stock pursuant to this
      Agreement.

    


    “Common
      Stock” means
      the
      common stock of the Company, par value $0.001.

    


    “Company”
      has the
      meaning set forth in the preamble.

    


    “Control”
      (including, with its correlative meanings, “Controlled
      by”,
      “Controlling”
and
      “under
      common Control with”)
      means,
      with respect to any Person, any of the following: (i) ownership, directly or
      indirectly, by such Person of equity securities entitling it to exercise in
      the
      aggregate more than 50% of the voting power of the entity in question, or (ii)
      the possession by such Person of the power, directly or indirectly, (A) to
      elect
      a majority of the board of directors (or equivalent governing body) of the
      entity in question, or (B) to direct or cause the direction of the management
      and policies of or with respect to the entity in question, whether through
      ownership of securities, by contract or otherwise.

    


    “Offering”
      means
      the
      sale of Common Stock by the Company.

    


    “Person” means
      any
      individual, partnership (whether general or limited), limited liability Company,
      corporation, trust, estate, nominee or other entity.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    “Piggyback
      Registration Rights Agreement” means
      that certain Piggyback Registration Rights Agreement by and among the Company
      and the Investors named therein entered into in connection with this
      Agreement.

    


    “Purchase
      Price”
      has the
      meaning set forth in Section
      2.01.

    


    “Purchased
      Common Stock”
means
      those Common Stock to be issued to Investor pursuant to this Agreement, as
      more
      particularly described in Section
      2.01.

    


    “Regulation
      S” has
      the
      meaning set forth in Section
      4.01.

    


    “SEC”
means
      the U.S. Securities and Exchange Commission.

    


    “Securities
      Act”
means
      the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder.

    


    Section
      1.02 Certain
      References.
      Unless
      otherwise indicated, references in this Agreement to articles, sections,
      clauses, recitals and exhibits are to the same contained in or attached to
      this
      Agreement.

    


    Section
      1.03 Currency.
      Unless
      otherwise specified, all dollar amounts in this Agreement, including the symbol
      “$”, are expressed in U.S. dollars

    


    ARTICLE
      2

    PURCHASE
      AND SALE OF COMMON STOCK

    


    Section
      2.01 Purchase
      and Sale of Common Stock.
      Subject
      to the terms herein, on the Closing Date, Investor shall purchase from the
      Company, in exchange for the purchase price set forth on the signature page
      hereto (the “Purchase
      Price”)
      in cash
      in immediately available funds, the number of shares of Common Stock set forth
      on the signature page hereto, constituting the purchased Common Stock (the
      “Purchased
      Common Stock”).

    


    Section
      2.02 Offering.
      The
      Offering of the shares of Common Stock pursuant to a private placement
      commencing on the date hereof will continue until     ,
      unless
      extended by the Company without notice to investors to a date not later than
          
      (the
“Termination
      Date”);
      provided however, that the Offering will terminate in all event upon the sale
      of
      all of the shares of Common Stock. 

    


    Section
      2.03 Shares
      Offered.
      The
      Company is offering up to a maximum of 2.25
      million shares of
      Common
      Stock at a Subscription Price of  $1.08
      per share 
      of
      Common Stock for aggregate proceeds up to $2,430,000.

    


    Section
      2.04 Additional
      Closings.
      The
      Company may sell Common Stock at an additional closing or closings prior to
      or
      subsequent to the Closing Date hereof, but in no event later than the
      Termination Date (the “Additional
      Closings”),
      subject to the same procedures as set forth in Section 2 hereof. The purchase
      price of the Common Stock sold in such Additional Closings may be the same
      or
      different from the Closing contemplated in this Agreement. Upon fulfillment
      of
      the conditions to closing similar to those set forth in Section 2.06, the
      investor(s) in such Additional Closing(s) may become parties to the Piggyback
      Registration Rights Agreement, without further action by the Investor or the
      Company, by executing and delivering a counterpart signature page thereto.
      

    


    This
      Agreement is subject to acceptance by the Company. The Company may accept this
      Agreement at any time for all or any portion of the shares of Common Stock
      subscribed for by executing a copy hereof and notifying the Investor within
      a
      reasonable time thereafter. If not accepted by the Company, or if accepted
      and
      thereafter rejected by the Company in accordance with Section
      2.06(b),
      this
      Agreement shall be of no further force and effect (except with respect to the
      Company’s obligation to return the Purchase Price to the Investor to the extent
      the Purchase Price has already been paid to the Company).

    


    Section
      2.05 
      Effective Time.
      The
      effective time of the consummation of the transactions contemplated hereby
      is
      12:01 p.m., Eastern time, on the Closing Date. The
      Common Stock subscribed for herein will not be deemed issued to or owned by
      the
      Investor until consummation of the Closing.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    Section
      2.06 Conditions
      to Closing. 

     

    (a) The
      Investor acknowledges and agrees that the obligations of the Company hereunder
      are conditional on the accuracy of the representations and warranties of the
      Investor contained in this Agreement as of the date of this Agreement, and
      as of
      the Closing Date as if made at and as of the Closing Date, and the fulfillment
      of the following additional conditions as soon as possible and in any event,
      not
      later than the Closing Date:

    


    
      	 	
              (i)

            	
              The
                Investor having properly completed, signed and delivered this Agreement
                to:

               

              
                ChineseWorldNet.com
                  Inc.

                368-1199
                  West Pender Street

                Vancouver,
                  BC

                Canada
                  V6E 2R1

                Fax:
                  (604) 488-0868; 

              

            


    

     

    
      	 	
              (ii)

            	
              The
                Company and the Investor, and other investors as required thereunder,
                having entered into the Piggyback Registration Rights Agreement;
                and

            


    

    


    
      	 	
              (iii)

            	
              Payment
                by the Investor of the Purchase Price in U.S. dollars, by certified
                check,
                bank draft payable to the Company, or bank wire transfer to the following
                account:

               

              
                Please
                  see the attached Appendix A - Wire Instruction
                  

              

            


    

     

    (b) The
      Company has the right to reject this subscription for the shares of Common
      Stock, in whole or in part for any reason and at any time prior to the Closing,
      notwithstanding that a notice of acceptance of this subscription may have been
      delivered to the Investor.

    


    Section
      2.07 The
      Closing.
      

    


    (a) The
      Closing of the purchase and sale of the Purchased Common Stock shall take place
      on _________________, 2007 (the “Closing
      Date”),
      at
      the offices of the Company, 368-1199 West Pender Street, Vancouver, B.C. Canada,
      or such other date or place as the Company may require.

    


    (b) Subject
      to the terms of this Agreement, the Company shall deliver to the Investor within
      ten (10) days after the Closing Date certificates representing the Purchased
      Common Stock against payment of the Investor’s Purchase Price.


    


    ARTICLE
      3

    REPRESENTATIONS
      AND WARRANTIES

    OF
      INVESTOR

     

    Investor
      represents and warrants to the Company as follows:

    


    Section
      3.01 Securities
      Laws Representations. 

    


    (a) 
      that he,
      she or it is acquiring the Purchased Common Stock for his, her or its own
      account, as principal, for investment and not with a view toward resale or
      distribution and that he, she or it will not sell or otherwise transfer the
      Purchased Common
      Stock except
      in
      compliance with state and federal law, including but not limited to Regulation
      S
      under the Securities Act;

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    (b) 
      that he,
      she or it has, either alone or together with his, her or its investment
      advisors, if any, such knowledge and experience in financial and business
      matters that he, she or it (or they) are capable of evaluating the merits and
      risks of the investment in the Purchased
      Common
      Stock;

    


    (c) that
      he,
      she or it has the experience in financial and business matters as to be capable
      of assessing and evaluating the merits and risks of an investment in the
Common
      Stock and
      is
      able to bear the economic risk of losing his or her entire investment in the
      Purchased
      Common
      Stock;

    


    (d) 
      that
      his, her or its overall commitment to investments which are not readily
      marketable is not disproportionate to his or her net worth, and his, her or
      its
      investment in the Purchased Common
      Stock will
      not
      cause such overall commitment to become excessive;

    


    (e) that
      he,
      she or it has not been solicited by a general solicitation or general
      advertising within the meaning of Section 502(c) of Regulation D under the
      Securities Act to subscribe for or purchase the Purchased
      Common
      Stock,
      or to
      otherwise undertake or make any investment in the Company, including but not
      limited to any advertisement in printed media of general and regular paid
      circulation, radio, television, the internet or any other form of electronic
      media or communications;

    


    (f) that
      he,
      she or it understands that the Purchased Common
      Stock have
      not
      been registered under the Securities Act, or the securities law of any state
      and, as the result thereof, are subject to substantial restrictions on
      transfer;

    


    (g) that
      he,
      she or it understands that (i) except as may be expressly set forth in this
      Agreement or the Piggyback Registration Rights Agreement, the Company has no
      obligation or intention to register the Purchased Common
      Stock for
      resale under any federal, provincial or state securities laws or to take any
      action (including the filing of reports or the publication of information
      required by Rule 144 under the Securities Act) which would make available any
      exemption from the registration requirements of the Securities Act; and (ii)
      it
      is likely the Investor therefore may be precluded from selling or otherwise
      transferring or disposing of the Purchased Common
      Stock or
      any
      portion thereof and may therefore have to bear the economic risk of investment
      in the Common
      Stock for
      an
      indefinite period;

    


    (h) that
      he,
      she or it understands that an investment in the Company involves certain risks
      and has taken full cognizance of and understands all of the risk factors
      relating to the purchase of the Purchased
      Common
      Stock;

    


    (i) that
      he,
      she or it understands that no federal or state agency has approved or
      disapproved the issuance of the Purchased
      Common
      Stock,
      passed
      upon or endorsed the merits of the Offering, or made any finding or
      determination as to the fairness of the Common
      Stock for
      investment;

    


    (j) that
      he,
      she or it acknowledges that, if he, she or it is purchasing the Purchased
Common
      Stock subscribed
      for hereby in a fiduciary capacity, the representations and warranties in this
      Section
      3.01
      shall be
      deemed to have been made on behalf of the person or persons for whom he, she
      or
      it is so purchasing;

    


    (k) that
      he,
      she or it acknowledges that the Company has made available to him, her or it
      and
      his, her or its investment advisors, if any, the opportunity to ask questions
      of, and receive answers from, the offering and to obtain any additional
      information, to the extent that the Company possesses such information, or
      can
      acquire it without unreasonable effort or expense, necessary to verify the
      accuracy of the information given to him, her or it or otherwise to make an
      informed investment decision;

    


    (l) that
      if
      the Investor is a corporation, the Investor is a valid and subsisting
      corporation, has the necessary corporate capacity and authority to execute
      and
      deliver this Agreement and to observe and perform its covenants and obligations
      hereunder and has taken all necessary corporate action in respect thereof.
      If
      the Investor is a partnership, syndicate, trust or other form of unincorporated
      organization, the Investor has the necessary legal capacity and authority to
      execute and deliver this Agreement an to observe and perform its covenants
      and
      obligations hereunder and has obtained all necessary approvals in respect
      thereof; and 

    


    (p) THAT
      HE,
      SHE OR IT ACKNOWLEDGES THAT THE PURCHASED COMMON
      STOCK ARE
      BEING
      ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION OR QUALIFICATION
      PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS AND MAY NOT BE SOLD OR
      TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS
      OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTION
      THEREFROM.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    Section
      3.02 Transfer;
      Legend. That
      he,
      she or it hereby acknowledges and agrees that the following legend may be placed
      upon the shares of the Purchased Common Stock:


    

      “THIS
        COMMON STOCK HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
        AMENDED (THE “SECURITIES ACT”) OR APPLICABLE SALE, SECURITIES OR “BLUE SKY” LAWS
        AND THE TRANSFERABILITY OF SUCH COMMON STOCK IS RESTRICTED. SUCH COMMON
        STOCK MAY NOT BE SOLD, PLEDGED ASSIGNED, OR OTHERWISE TRANSFERRED, NOR WILL
        ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED BY THE
        COMPANY AS HAVING ACQUIRED ANY SUCH COMMON STOCK FOR ANY PURPOSES, UNLESS
        (I) A
        REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH COMMON
        STOCK SHALL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER
        ALL
        APPLICABLE STATE SECURITIES LAWS OR (II) AN EXEMPTION FROM SUCH REGISTRATION
        AND
        QUALIFICATION SHALL BE AVAILABLE UNDER THE SECURITIES ACT AND SUCH LAWS,
        SUPPORTED BY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL
        THAT SUCH REGISTRATION IS NOT REQUIRED.”

       

    

    Section
      3.03 
      Binding Effect.
      This
      Agreement is the legal, valid and binding obligation of Investor, enforceable
      in
      accordance with its terms, subject, however, to the application by a court
      of
      general principles of equity and to the effect of any applicable bankruptcy,
      insolvency, reorganization, moratorium or similar laws affecting creditors’
rights generally.


    


    ARTICLE
      4

    REGULATION
      S EXEMPTION

    


    Section
      4.01 Representations
      of the Investor. The
      Investor understands that the Common Stock is being offered and sold to it
      in
      reliance on an exemption from the registration requirements of United States
      federal and state securities laws pursuant to Regulation S promulgated by the
      SEC pursuant to the Securities Act (“Regulation
      S”)
      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 Common Stock . The representations
      and warranties are in addition to those made in other parts of this Agreement.
      In this regard, the Investor represents, warrants and agrees that:

    


    (a) The
      Investor is not a “U.S. Person” as defined in Rule 902(k) of Regulation S. The
      Investor will notify the Company immediately if the Investor has become a U.S.
      Person and understands that the Investor will be required to transfer its
      Purchased Common Stock in such event. If the Investor is a passive investment
      entity, the Investor hereby certifies that there are no U.S. Persons who own
      equity interests in the Investor. In this regard, the Investor acknowledges
      that
      the following persons are considered to be “U.S. Persons”:

     

    (i) Any
      natural person resident in the United States;

    


    (ii) Any
      partnership or corporation organized or incorporated under the laws of the
      United States;

    


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

    


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

    


    (v) Any
      agency or branch of a foreign entity located in the United States;

    


    (vi) 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;

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    (vii) 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; and

    


    (viii) Any
      partnership or corporation if:

    


    (1) Organized
      or incorporated under the laws of any foreign jurisdiction; and

    


    (2) 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 under the Securities Act) who are
      not
      natural persons, estates or trusts.

    


    (b) No
      offer
      to purchase the Common Stock was made to the Investor in the United States,
      and
      at the time of the origination of contact concerning this Agreement and the
      date
      of the execution and delivery of this Agreement, the Investor was outside of
      the
      United States.

    


    (c) The
      Investor will not, during the period commencing on the date of issuance of
      the
      Purchased Common Stock 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.

    


    (d) The
      Investor will, after expiration of the Restricted Period, offer, sell, pledge
      or
      otherwise transfer the Purchased Common Stock only pursuant to registration
      under the Securities Act or an available exemption thereunder and, in accordance
      with all applicable state and foreign securities laws.

    


    (e) The
      Investor has 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 Purchased Common Stock, including without
      limitation, any put, call or other option transaction, option writing or equity
      swap.

    


    (f) Neither
      the Investor nor or any person acting on its behalf has engaged, nor will
      engage, in any directed selling efforts (as defined in Regulation S) to a U.S.
      Person with respect to the Purchased Common Stock and the Investor and any
      person acting on its behalf have complied and will comply with the “offering
      restrictions” requirements of Regulation S.

    


    (g) 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.

    


    (h) Neither
      the Investor nor any person acting on its 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 Purchased Common Stock. The Investor agrees not
      to
      cause any advertisement of the Purchased Common Stock to be published in any
      newspaper or periodical or posted in any public place and not to issue any
      circular relating to the Purchased Common Stock, except such advertisements
      that
      include the statements required by Regulation S, and only offshore and not
      in
      the U.S. or its territories, and only in compliance with any local applicable
      securities laws.

    


    (i) Each
      certificate representing the Purchased Common Stock 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 or pursuant to any other
      provision of this Agreement:

    


    
      	 	
              (A)

            	
              “THIS
                COMMON STOCK IS BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS
                (AS
                DEFINED IN REGULATION S UNDER THE SECURITIES ACT of 1933, AS AMENDED
                (“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.”

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (B)

            	
              “TRANSFER
                OF THESE SHARES OF COMMON STOCK 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.”

            


    

     

    Section
      4.02 The
      Investor 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 Purchased Common Stock set forth in this Section
      4, and the Investor acknowledges, and the Company covenants that the Company
      shall not register any transfer of the Purchased Common Stock if the transfer
      of
      any such security in not made in accordance to the provisions of Regulation
      S,
      pursuant to a registration under the Securities Act or pursuant to an available
      exemption from registration.


    


    ARTICLE
      5

    INDEMNIFICATION.
      

    


    Section
      5.01 The
      Investor hereby agrees to indemnify and hold harmless, the
      Company their respective officers, directors, stockholders, employees, agents
      and attorneys against any and all losses, claims, demands, liabilities, and
      expenses (including reasonable legal or other expenses incurred by each such
      person in connection with defending or investigating any such claims or
      liabilities, whether or not resulting in any liability to such person or whether
      incurred by the indemnified party in any action or proceeding between the
      indemnitor and indemnified party or between the indemnified party and any third
      party) to which any such indemnified party may become subject, insofar as such
      losses, claims, demands, liabilities and expenses (a) arise out of or are based
      upon any untrue statement or alleged untrue statement of a material fact made
      by
      Investor and contained herein or (b) arise out of or are based upon any breach
      by me of any representation, warranty or agreement made by Investor contained
      herein.

    


    ARTICLE
      6

    MISCELLANEOUS
      PROVISIONS

    


    Section
      6.01 
      Survival of Representations, Warranties, Covenants and
      Agreements.
      The
      representations, warranties, covenants and agreements contained in this
      Agreement or in any certificate or other document delivered pursuant hereto
      or
      in connection herewith shall survive after the Closing Date without limitation
      as to time.

    


    Section
      6.02 
      Amendments; Waiver. This
      Agreement
      may not
      be amended except by a written agreement executed by the party to be charged
      with the amendment. Any provision of this Agreement
      may be
      waived if, and only if, such waiver is in writing and signed by the party
      against whom the waiver is to be effective. No failure or delay by any party
      in
      exercising any right, power or privilege under this Agreement
      shall
      operate as a waiver thereof nor shall any single or partial exercise thereof
      preclude any other or further exercise thereof or the exercise of any other
      right, power or privilege. 

    


    Section
      6.03 
      Successors, Assigns and Third Party Beneficiaries.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and permitted assigns; provided that neither
      this Agreement nor any of the rights hereunder may be assigned by Investor
      without the written consent of the Company. Except as expressly provided herein,
      nothing
      expressed or referred to in this Agreement
      shall be
      construed to give any Person other than the parties to this Agreement
      any
      legal or equitable right, remedy, or claim under or with respect to this
Agreement
      or any
      provision of this Agreement. This Agreement
      and all
      of its provisions and conditions are for the sole and exclusive benefit of
      the
      parties to this Agreement
      and
      their permitted successors and assigns.

    


    Section
      6.04 
      Expenses.
      Whether
      or not the transactions contemplated by this Agreement shall be consummated,
      except as otherwise expressly provided herein, all fees and expenses (including
      all fees of counsel and accountants) incurred by any party in connection with
      the negotiation and execution of this Agreement shall be borne by such
      party.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    Section
      6.05 
      Further Assurances.
      From
      time to time, at the reasonable request of a party and without further
      consideration, a party hereto, at its own expense, will promptly execute and
      deliver all other documents, and take all further actions, that another party
      may reasonably request in order to vest in Investor, respectively, good and
      marketable title to the Purchased Common Stock purchased hereunder and to
      protect the rights and remedies of the parties created or intended to be created
      hereunder.

    


    Section
      6.06 Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      Province of British Columbia and the laws of Canada, without regard to its
      choice of law principles.

    


    Section
      6.07 Execution
      in Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original and all of which when taken together shall constitute one
      and
      the same agreement.

    


    Section
      6.08 Notices.
      All
      notices and other communications provided for hereunder shall be in writing
      and
      shall be deemed to have been duly given if delivered by hand, received by
      registered or certified mail (return receipt requested), or given by facsimile
      or telecopy, to the parties at the following addresses (or at such other address
      for a party as shall be specified by like notice):

    


    If
      to
      Investor:
      


    At
      the
      address set forth on the signature page hereof

    


    If
      to the
      Company:

     

    ChineseWorldNet.com
      Inc.

    368
      -1199
      West Pender Street

    Vancouver,
      BC

    Canada
      V6E 2R1

    Fax:
      (604) 488-0868

    Attn:
      Mr.
      Joe Tai, President & CEO


    


    Section
      6.09 
      Sections; Headings.
      Sections and
      other
      headings contained in this Agreement
      are for
      reference purposes only and are not intended to describe, interpret, define,
      or
      limit the scope, extent, or intent of this Agreement or any provision
      hereof.

    


    Section
      6.10 
      Entire Agreement.
      This
      Agreement constitutes the entire agreement and understanding among the parties
      hereto and supersedes any and all prior agreements and understandings, oral
      or
      written, relating to the subject matter hereof. 

    


    SECTION
      5.11. Severability.
      Any
      provision of this Agreement that is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or enforceability without invalidating the remaining provisions
      hereof or affecting the validity or enforceability of such provisions in any
      other jurisdiction.

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed or have caused this Agreement to be executed by
      their respective authorized officers or representatives on the date first above
      written. 

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    SIGNATURE
      PAGE FOR
      INDIVIDUAL INVESTORS
      -
      COMPLETE ALL INFORMATION

    


    Name:
      _____________________________ 

    


    Residence
      Address:
      __________________________________________________________

     

    Telephone:
      (H)________________ (W)____________________ Fax __________________

    


    Business
      Address:
      ____________________________________________________________

    


    Send
      communications to:
       ̈ Home
          ̈ Office
       ̈ E-Mail:
      _________________________

    


    Amount
      of Investment:

    


    Number
      of
      shares of Common Stock :______________ (“Purchased
      Common Stock”)

    


    Corresponding
      dollar amount: $_______________(“Purchase
      Price”)

    


    Accredited
      Investor Status For Individuals.
      (INVESTORS THAT ARE CORPORATIONS, LIMITED LIABILITY COMPANIES, PARTNERSHIPS,
      REVOCABLE TRUSTS, IRREVOCABLE TRUSTS, EMPLOYEE BENEFIT PLAN TRUSTS AND
      INDIVIDUAL RETIREMENT ACCOUNTS SHOULD IGNORE THE FOLLOWING QUESTIONS AND PROCEED
      TO THE ENTITY SIGNATURE PAGE). 

     

    I
      am an
      accredited investor within the meaning of Section 2(15) of the Securities Act
      and Rule 501 promulgated thereunder because (check any boxes that
      apply):

     

    
      
        	
              	o	
                My
                  individual annual income during each of the two most recent years
                  exceeded
                  $200,000 and I expect my annual income during the current year
                  will exceed
                  $200,000.

              


      

       

      
        
          	
                	o	
                  If
                    I am married, my joint annual income with my spouse during each
                    of the two
                    most recent years exceeded $300,000 and I expect my joint annual
                    income
                    with my spouse during the current year will exceed
                    $300,000.

                


        

      

       

      
        
          	
                	o	
                  My
                    individual or joint (together with my spouse) net worth (including
                    my
                    home, home furnishings and automobiles) exceeds
                    $1,000,000.

                


        

      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    


    The
      undersigned Investor hereby confirms the information set forth above is true
      and
      correct in all respects as of the date hereof and will be on the date of the
      purchase of Common Stock. 


    
      	
               

              INVESTOR:

               

              Signature:
                ________________________

               

              Print
                Name: ______________________

               

              Date:
                ____________________________

            	 	
               

              The
                foregoing subscription is accepted and the Company hereby agrees
                to be
                bound by its terms.

               

              CHINESEWORLDNET.COM
                INC.

               

               

              By:
                _____________________________

               

              Name:
                ___________________________

               

              Title:
                ____________________________

               

              Date:
                ____________________________

               

            


    

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    SIGNATURE
      PAGE FOR ENTITY
      INVESTORS
      -
      COMPLETE ALL INFORMATION

    


    Name
      of Entity:
      _________________________________________________________________

    


    Address
      of Principal Office:________________________________________________________

    


    Telephone:
      ____________________________ Fax:
      _________________________________

    


    Check
      type of Entity:

    


    
      	
               ̈

            	
              Limited
                Partnership

            	 	
               ̈

            	
              General
                Partnership

            	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
               ̈

            	
              Limited
                Liability Company

            	 	
               ̈

            	
              Corporation

            	 	
               ̈

            	
              Other

              (please
                indicate)

            	 	 	 


    

     

    Amount
      of Investment:

    


    Number
      of
      shares of Common Stock:______________ (“Purchased
      Common Stock”)

    Corresponding
      dollar amount: $_______________ (“Purchase
      Price”)

    


    Jurisdiction
      of Formation: _____________________

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    Accredited
      Investor Status for Entities.
      

    


    (a) Check
      all
      boxes which apply:

    


    
      	 	
              o

            	
              The
                Entity was not
                formed for the specific purpose of investing in the
                Company

            


      	 	 	 


    

    
      	 	
              o

            	
              The
                Entity has total assets in excess of $5 million
                dollars

            


    

    


    (Both
      statements above need to apply in order for an entity to qualify as an
      Accredited Investor)

    


    The
      undersigned Investor hereby confirms the information set forth above is true
      and
      correct in all respects as of the date hereof and will be on the date of the
      purchase of Common Stock.

    


    
      	
              INVESTOR:

               

              ________________________

              Signature
                of Authorized Signatory

               

              Name:
                _____________________________

               

              Title:
                ______________________________

               

              Date:
                ______________________________

               

            	
              The
                foregoing subscription is accepted and the Company hereby agrees
                to be
                bound by its terms.

               

              CHINESEWORLDNET.COM
                INC.

               

              By:
                _________________________________

               

              Name:
                _______________________________

               

              Title:
                ________________________________

               

              Date:
                ________________________________

            


    

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    APPENDIX
      A - ChineseWorldNet.com Inc Wire Instructions

     

    Please
      T/T remit USD funds to the following:

    

      
        	
                Pay
                  to

              	 	
                :

              	 	
                 

              
	 	 	 	 	
                 

              
	 	 	 	 	
                 

              
	 	 	 	 	
                 

              
	 	 	 	 	
                 

              
	 	 	 	 	
                 

              
	 	 	 	 	 
	
                For
                  Account of

              	 	
                :

              	 	
                 

              
	 	 	 	 	
                 

              
	 	 	 	 	
                 

              
	 	 	 	 	
                 

              
	 	 	 	 	
                 

              
	 	 	 	 	 
	
                In
                  Favor of

              	 	
                :

              	 	
                 

              
	 	 	 	 	
                 

              
	 	 	 	 	 
	
                Payment
                  details

              	 	
                :

              	 	
                 

              
	 	 	 	 	 
	
                Message

              	 	
                :

              	 	
                 

              
	 	 	 	 	
                 

              
	 	 	 	 	
                 

              


      

    

    


    MT-103

     

    MAS
      (Monetary Authority) implementation wef 1Jul07 - All incoming funds from all
      over the world, the remitting bank must provide under field 50K "ordering
      customer" the following information: 

     

    MT103
      - field 50K "ordering customer" 

     

    (1)
      ordering customer name 

     

    (2)
      a/c
      no. with the ordering bank 

    or
      unique
      identification no. assigned by the ordering bank 

     

    (3)
      Address (NOTE: No P.O. Box address) 

    or
      unique
      identification no. 

    or
      date
& place of birth (individual) / date & place of registration (business
      entities) or unique transaction reference no.

     

    
      
        
        

      

      
        13