0001213900-14-000574 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration 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 ”).

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SUBSCRIPTION AGREEMENT
Subscription 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

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