SUBSCRIPTION AGREEMENT
This Subscription Agreement (this "Agreement") is being delivered to the
purchaser identified on the signature page to this Agreement (the "Subscriber")
of securities of Yappn Corp. (the "Company").
The Company is conducting a
private placement (the "Offering") of _______ of units ("Units") at a purchase
price of Ten Cents ($0.10) per Unit (the "Purchase Price"). Each Unit shall
consist of one (1) share of the Company's newly designated Series A Preferred
Stock, par value $0.0001 per share, which is convertible into one (1) share (the
"Conversion Share") of the Company's common stock (the "Common Stock"), par
value $0.0001 per share, with such rights and designations as set forth in the
form of Certificate of Designation attached hereto as Exhibit A, (the "Preferred
Shares" or the "Shares") and a five (5) year warrant (the "Warrant") to purchase
an additional share of the Company's Common Stock
(the "Warrant Shares") at a
per share exercise price of Ten Cents ($0.10) (the "Exercise Price"),
substantially in the form attached hereto as Exhibit B (the "Warrants").
The
Units, the Warrants, the Preferred Shares, the Conversion Shares and the Warrant
Shares are collectively referred to herein as the "Securities".
Immediately prior to the Initial Closing (as defined below), a wholly owned
subsidiary of the Company will purchase certain assets from Intertainment Media,
Inc. (the "Yappn Assets"), which will include an instant chat translation topic
platform.
IMPORTANT INVESTOR NOTICES
NO OFFERING LITERATURE OR ADVERTISEMENT IN ANY FORM MAY BE RELIED UPON IN THE
OFFERING OF THESE SECURITIES EXCEPT FOR THIS AGREEMENT AND ANY SUPPLEMENTS
HERETO, AND NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY REPRESENTATIONS EXCEPT
THOSE CONTAINED HEREIN.
THIS AGREEMENT IS CONFIDENTIAL AND THE CONTENTS HEREOF MAY NOT BE REPRODUCED,
DISTRIBUTED OR DIVULGED BY OR TO ANY PERSONS OTHER THAN THE RECIPIENT OR ITS
REPRESENTATIVE, ACCOUNTANT OR LEGAL COUNSEL, WITHOUT THE PRIOR WRITTEN CONSENT
OF THE COMPANY.
EACH PERSON WHO ACCEPTS DELIVERY OF THIS AGREEMENT,
ACKNOWLEDGES AND AGREES TO THE FOREGOING RESTRICTIONS.
THE COMPANY MAY DISCLOSE
THIS AGREEMENT TO ANY PERSON OR FILE A COPY WITH THE SECURITIES EXCHANGE
COMMISSION IN ITS SOLE DISCRETION.
THIS AGREEMENT DOES NOT PURPORT TO BE ALL-INCLUSIVE OR TO CONTAIN ALL OF THE
INFORMATION THAT YOU MAY DESIRE IN EVALUATING THE COMPANY, OR AN INVESTMENT IN
THE OFFERING. THIS AGREEMENT DOES NOT CONTAIN ALL OF THE INFORMATION THAT WOULD
NORMALLY APPEAR IN A PROSPECTUS FOR AN OFFERING REGISTERED UNDER THE SECURITIES
ACT.
YOU MUST CONDUCT AND RELY ON YOUR OWN EVALUATION OF THE COMPANY AND THE
TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED, IN DECIDING
WHETHER TO INVEST IN THE OFFERING.
THIS AGREEMENT CONTAINS A SUMMARY OF CERTAIN PROVISIONS OF VARIOUS DOCUMENTS
RELATING TO THE OPERATIONS OF THE COMPANY.
THESE SUMMARIES DO NOT PURPORT TO BE
COMPLETE AND ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE TEXTS OF THE
ORIGINAL DOCUMENTS.
THIS AGREEMENT DOES NOT CONSTITUTE AN OFFER OR SOLICITATION OF AN OFFER TO ANY
PERSON OR IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION