Galleria Opportunities to Complete RTO With QYOU Media and Raise $4 Million - Seite 3

In connection with the Offerings, the Agents shall be paid a cash commission equal to (i) 7.5% of the gross proceeds from the sale of the Offerings on a brokered private placement basis and (ii) 1.0% of the gross proceeds from the sale of Offerings on a non-brokered private placement basis.

The Agents will also be issued (a) compensation options (the "QYOU Compensation Options") equal to (i) 7.5% of the number of Subscription Units sold under the QYOU Offering to investors completed on a brokered private placement basis and (ii) 1.0% of the number of Subscription Units sold under the QYOU Offering to investors completed on a non-brokered private placement basis; and (b) compensation options (the "Resulting Issuer Compensation Options") equal to (i) 7.5% of the number of Galleria Units sold under the Galleria Offering completed on a brokered private placement basis and (ii) 1.0% of the number of Galleria Units sold under the Galleria Offering completed on a non-brokered private placement basis. Each Resulting Issuer Compensation Option shall entitle the holder thereof to subscribe for one Galleria Unit at a price of $0.50 per Galleria Unit at any time prior to the day that is 24 months from the closing of the Transaction. Each QYOU Compensation Option shall entitle the holder thereof to subscribe for one QYOU Unit at a price of $.50 per Subscription Unit for a period of two years from the closing of the Transaction. In connection with the Transaction, each QYOU Compensation Option will be exchanged for Resulting Issuer Compensation Options on the basis of one QYOU Compensation Option for each Resulting Issuer Compensation Options upon the satisfaction of the escrow release conditions on or before the release deadline.

The proceeds of the Offerings will be used to fund the Resulting Issuer's initial capital program and for general corporate purposes and general working capital. The net proceeds of the Offerings will be held in escrow and released concurrent with the completion of the Transaction.

Chairman G. Scott Paterson said: "The entire QYOU Media team is excited about becoming a public company; the next chapter in our journey towards building a global media company. We are particularly pleased by the number of high quality investors who have embraced our vision."

About QYOU Media Inc.

QYOU was incorporated under the Business Corporations Act (Ontario) on June 15, 2015. The registered office of QYOU is located at 200 Front Street West, Suite 2300, Toronto, Ontario, M5V 3K2. QYOU has two wholly-owned subsidiaries, QYOU Ltd. which is incorporated under the laws of Ireland and QYOU USA Inc. which is incorporated under the laws of Delaware. QYOU curates, licenses and programs the best of internet video for the benefit of video content providers worldwide; from traditional cable and satellite to IPTV, over-the-top content (OTT), mobile carriers and more. QYOU's carriage partners offer the channel on a linear, mobile, broadband and VOD basis.