Galleria Opportunities to Complete RTO With QYOU Media and Raise $4 Million - Seite 2

In connection with the Transaction, Dominick Inc. ("Dominick"), as lead agent on its own behalf and on behalf of a syndicate of agents to be formed (collectively with Dominick, the "Agents"), has agreed to act for: (a) QYOU on a "best efforts" private placement of approximately 4,000,000 subscription units of QYOU (the "Subscription Units") at a price of $0.50 per Subscription Unit for gross proceeds of approximately $2,000,000 (the "QYOU Offering"); and (b) Galleria on a "best efforts" private placement of approximately 4,000,000 units of Galleria (the "Galleria Units") at a price of $0.50 per Galleria Unit, each Galleria Unit comprised of one common share of Galleria ("Galleria Common Share") and one-half of one share purchase warrant of Galleria, exercisable at $0.75 per share for a period of 24 months from the closing of the Galleria Offering, for gross proceeds of approximately $2,000,000 to be completed through the use of an Exchange Short Form Offering Document (the "Galleria Offering", and together with the QYOU Offering, the "Offerings"), for total aggregate gross proceeds of approximately $4,000,000. Prior to the closing of the Offerings, which are expected to close on or about February 23, 2017, and subject to regulatory approval, Galleria shall effect a consolidation of the Galleria Common Shares (the "Consolidation") pursuant to which one Galleria Common Share (a Resulting Issuer Share) will be issued for every two Galleria Common Shares then issued and outstanding.

The Subscription Units will automatically be exchanged for units of QYOU (the "QYOU Units") upon the satisfaction of certain escrow release conditions, and each QYOU Unit will be comprised of one QYOU Class A Common Share (the "Class A Shares") and one-half of one QYOU Class A Share purchase warrant (each whole warrant, a "QYOU Warrant"). Each whole QYOU Warrant will entitle the holder thereof to subscribe for one additional Class A Share (each, a "QYOU Warrant Share") at an exercise price of $0.75 per QYOU Warrant Share at any time prior to the day that is 24 months from the closing of the Transaction. In connection with the Transaction, the QYOU Class A Shares will then immediately be exchanged for Resulting Issuer Shares on the basis of one QYOU Class A Share for each Resulting Issuer Share, and the QYOU Warrants will be exchanged for Resulting Issuer Warrants on the basis of one QYOU Warrant for each Resulting Issuer Warrant. Each Resulting Issuer Warrant shall entitle the holder thereof to subscribe for one additional Resulting Issuer Share at an exercise price of $0.75 per Resulting Issuer Share at any time prior to the day that is 24 months from the closing of the Transaction.