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 • April 3rd, 2013 • Yappn Corp. • Wholesale-durable goods
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [__] 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”.
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”).
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.
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”).
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”).
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”).
