SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 18th, 2013 • Yappn Corp. • Wholesale-durable goods • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 4, 2013, by and between YAPPN CORP., a Delaware corporation, with headquarters located at 1001 Avenue of the Americas - 11th floor, New York, NY 10018 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Great Neck, NY 11021 (the “Buyer”).
COMMON STOCK PURCHASE WARRANT yappn corp.Security Agreement • January 6th, 2016 • Yappn Corp. • Wholesale-durable goods
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, including the vesting schedule below up to and on close of business on November __, 2020 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Yappn Corp., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
YAPPN CORP. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • April 3rd, 2013 • Yappn Corp. • Wholesale-durable goods • Delaware
This Director and Officer Indemnification Agreement, dated as of _______ (this “Agreement”), is made by and between Yappn Corp., a Delaware corporation (the “Company”), and _______ (the “Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 30th, 2014 • Yappn Corp. • Wholesale-durable goods
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of December, [__] 2013, among Yappn Corp., a Delaware corporation (the “Company”), and each signatory hereto (each, an “Investor” and collectively, the “Investors ”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 3rd, 2013 • Yappn Corp. • Wholesale-durable goods • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of March 28, 2013, is made by and between Yappn Corp. a Delaware corporation (“Seller”), and each of the individuals listed under the heading “Buyers” on the signature page hereto (collectively, “Buyers”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 3rd, 2013 • Yappn Corp. • Wholesale-durable goods • New York
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 Pri
NOTE PURCHASE AGREEMENTNote Purchase Agreement • April 3rd, 2013 • Yappn Corp. • Wholesale-durable goods • New York
NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of February __, 2013, by and between Plesk Corp., a Delaware corporation (the “Company”), and each of the lender entities whose names appear on the signature pages hereof. Such lender entities are each referred to herein as a “Lender” and, collectively, as the “Lenders”.
ContractWarrant Agreement • April 11th, 2014 • Yappn Corp. • Wholesale-durable goods • Delaware
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO YAPPN CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.
SUBSCRIPTION AGREEMENT [For Non-US Investors]Subscription Agreement • July 20th, 2011 • Plesk Corp • New York
General Security AgreementGeneral Security Agreement • April 11th, 2014 • Yappn Corp. • Wholesale-durable goods • New York
This General Security Agreement (the “Agreement”) is dated as of April 7, 2014, between Yappn Corp., a corporation (the “Debtor”), with its mailing address as set forth in Section 12(b) hereof, and Toronto Tree Top Holdings Ltd. (the “Secured Party”), with its mailing address as set forth in Section 12(b) hereof.
GENERAL SECURITY AGREEMENT (INTERTAINMENT MEDIA INC.)General Security Agreement • April 11th, 2014 • Yappn Corp. • Wholesale-durable goods • Ontario
FOR VALUE RECEIVED and intending to be legally bound by this general security agreement (the “Agreement”), the undersigned (the “Obligor”) agrees as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • February 25th, 2016 • Yappn Corp. • Wholesale-durable goods • Ontario
Yappn Corp. a corporation incorporated pursuant to the laws of the State of New York and carrying on business in the Province of Ontario
LOCK-UP AGREEMENTLock-Up Agreement • April 3rd, 2013 • Yappn Corp. • Wholesale-durable goods • New York
The undersigned is a beneficial owner of shares of capital stock, or securities convertible into or exercisable or exchangeable for the capital stock (each, a “Company Security”) of Yappn Corp., a Delaware corporation (the “Company”).
GUARANTEE AND INDEMNITY (YAPPN CANADA INC.)Guarantee and Indemnity • April 11th, 2014 • Yappn Corp. • Wholesale-durable goods • Ontario
FOR VALUE RECEIVED and intending to be legally bound by this guarantee and indemnity (the “Agreement”), the undersigned (the “Obligor”) agrees as follows:
Asset Purchase Agreement BETWEEN intertainment media inc.Asset Purchase Agreement • July 16th, 2015 • Yappn Corp. • Wholesale-durable goods • Ontario
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 27th, 2013 • Yappn Corp. • Wholesale-durable goods • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 17, 2013, by and between Yappn Corp, a Delaware corporation, with headquarters located at 1001 Avenue of the Americas, 11th Floor, New York, NY 10018 (the “Company”), and LG Capital Funding, LLC., a New York Limited Liability Company, with its address at 1218 Union Street, Suite #2, Brooklyn, NY 11225 (the “Buyer”).
ContractSecurities Agreement • April 3rd, 2013 • Yappn Corp. • Wholesale-durable goods • New York
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXCHANGEABLE HAVE 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 MAKER. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
LOAN AGREEMENTLoan Agreement • April 11th, 2014 • Yappn Corp. • Wholesale-durable goods • Ontario
AND WHEREAS the Lender has agreed to make the Loan available to the Borrower in accordance with the terms of a term sheet (the “Term Sheet”) dated February 26, 2014 and accepted by the Borrower and in accordance with the terms and conditions of this Agreement;
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 27th, 2013 • Yappn Corp. • Wholesale-durable goods • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 17, 2013, by and between Yappn Corp, a Delaware corporation, with headquarters located at 1001 Avenue of the Americas, 11th Floor, New York, NY 10018 (the “Company”), and GEL Properties, LLC., a Delware Limited Liability Company, with its address at 16192 Coastal Highway, Lewes, DE, 19958 (the “Buyer”).
AMENDMENTEmployment Agreement • January 13th, 2015 • Yappn Corp. • Wholesale-durable goods
THIS AMENDMENT (this "Amendment") is made to that certain Employment Agreement, dated June 1, 2014 (the "Agreement"), by and between Yappn Corp., a New York corporation (hereinafter referred to as "Employer") and David Lucatch (hereinafter referred to as "Executive") (collectively, the "Parties"). Certain capitalized terms used in this are defined in the Agreement
WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATEWarrant Agreement • April 3rd, 2013 • Yappn Corp. • Wholesale-durable goods
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.
BILL OF SALEBill of Sale • April 3rd, 2013 • Yappn Corp. • Wholesale-durable goods
This BILL OF SALE (the “Bill of Sale”), dated as of the 28th day of March 2013, is made and delivered by INTERTAINMENT MEDIA, INC., a corporation formed under the laws of Canada (“Seller”), to YAPPN ACQUISITION SUB, INC., a Delaware corporation (“Buyer”), pursuant to, and subject to the terms of, the Asset Purchase Agreement (the “Asset Purchase Agreement”) dated as of the date hereof by and among Seller, Buyer and YAPPN CORP. (the “Company”). The terms of the Asset Purchase Agreement are incorporated herein by reference and capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Asset Purchase Agreement.
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • April 3rd, 2013 • Yappn Corp. • Wholesale-durable goods • New York
THIS FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment”) dated as of ______________ ___, 2013, is entered into between Yappn Corp. (the “Company”) and ____________________ (the “Lender”). Defined terms not otherwise defined herein shall have the meanings ascribed to such terms in that certain note purchase agreement dated as of February 28, 2013 between the Company and the Lender (the “Agreement”).
AMENDMENT TO THE $500,000 PROMISSORY NOTE DATED NOVEMBER 13, 2013Promissory Note Amendment • March 4th, 2014 • Yappn Corp. • Wholesale-durable goods
The parties agree that the $500,000 Promissory Note (the "Note") by and between Yappn Corp. (the "Borrower") and JMJ Financial (the "Lender") is hereby amended as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • January 30th, 2014 • Yappn Corp. • Wholesale-durable goods • New York
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 offering up to $1,000,000 in Units (the “Units”), with each such Unit consisting of (i) one unsecured convertible promissory note, $1,000 par value (each a “Note” and collectively, the “Notes”), a form of which is attached hereto as Exhibit A, which Note is convertible into shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), (ii) a warrant entitling the holder thereof to purchase 10,000 shares of Common Stock (individually, a “Series A Warrant”) , a form of which is attached hereto as Exhibit B, and (iii) a warrant entitling the holder thereof to purchase 10,000 shares of Common Stock (individually a “Series B Warrant”, and collectively with the Series A Warrant, the “Warrants”) , a form of which is attached hereto as Exhibit C. The purchas
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSTransfer and Assignment of Assets • April 3rd, 2013 • Yappn Corp. • Wholesale-durable goods • Delaware
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of March 28, 2013, by Yappn Corp., a Delaware corporation (“Assignor”), and Plesk Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Assignor (“Assignee”).
SECURITY AGREEMENTSecurity Agreement • July 16th, 2015 • Yappn Corp. • Wholesale-durable goods • Ontario
WHEREAS the Borrower has offered debentures (the “Debentures”) pursuant to the terms and conditions of a subscription agreement dated July ___, 2015 (the “Subscription Agreement”);
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 3rd, 2013 • Yappn Corp. • Wholesale-durable goods • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of March 28 2013, is made by and among YAPPN CORP., a Delaware corporation (the “Company”), YAPPN ACQUISITION SUB, INC., the Company’s wholly-owned subsidiary and a Delaware corporation (“Buyer”), and INTERTAINMENT MEDIA, INC., a corporation organized under the laws of Canada (“Seller”).
MASTER SERVICES AGREEMENTMaster Services Agreement • January 13th, 2015 • Yappn Corp. • Wholesale-durable goods • New York
This Master Services Agreement and its Exhibits and Schedules (collectively, the “Agreement”) is effective as of November 6, 2014, (“Effective Date”) by and between Yappn Corp. a Delaware Corporation (“Yappn”) at 1001 Avenue of the Americas 11th Floor New York, NY 10018 and, Digital Widget Factory (“Client”) at Tower Financial Center, 35th Floor, 50th St. & Elvira Mendez, Panama City, Panama (each of Client and Yappn, a “Party”).
AMENDMENT TO SERVICES AGREEMENTServices Agreement • October 29th, 2013 • Yappn Corp. • Wholesale-durable goods • New York
By this Amendment to the Services Agreement dated March 21, 2013 (the "Services Agreement") by and between Ortsbo, Inc., an Ontario, Canada corporation and its subsidiary Ortsbo USA Inc., a Delaware corporation (collectively, "Ortsbo") at 30 West Beaver Creek Road Suite 111 Richmond Hill, ON L4B 3Kl, Yappn Acquisition Sub, Inc. (“Yappn Acquisition”) a Delaware corporation at 1001 Avenue of the Americas, 11th Floor, New York, New York 10018, and Yappn Corp. (“Yappn”), a Delaware corporation at 1001 Avenue of the Americas, 11th Floor, New York, New York 10018.
TO THE $500,000 PROMISSORY NOTE DATED NOVEMBER 13, 2013Promissory Note • November 21st, 2013 • Yappn Corp. • Wholesale-durable goods
The parties agree that the $500,000 Promissory Note (the “Note”) by and between Yappn Corp. and JMJ Financial is hereby amended as follows:
