Common use of Acknowledgements Representations and Warranties of Subscriber Clause in Contracts

Acknowledgements Representations and Warranties of Subscriber. 2.1 Acknowledgements and Agreements of Subscriber The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each Beneficial Purchaser for whom the Subscriber is contracting hereunder) that: (a) the decision to execute this Subscription Agreement and acquire the Securities agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Issuer and such decision is based entirely upon a review of any public information which has been filed by the Issuer with the Securities and Exchange Commission (the “SEC”) in compliance, or intended compliance, with applicable securities legislation and the confidential investor presentation dated April 30, 2013, which the Subscriber acknowledges supersedes any previous presentations provided to the Subscriber; (b) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Issuer in connection with the distribution of the Securities hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Issuer; (c) the books and records of the Issuer were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber’s lawyer and/or advisor(s); (d) the Issuer is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Issuer from any loss or damage it or they may suffer as a result of the Subscriber’s failure to correctly complete this Subscription Agreement; (e) the Subscriber will indemnify and hold harmless the Issuer and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained in this Subscription Agreement or in any document furnished by the Subscriber to the Issuer in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Issuer in connection therewith; (f) the issuance and sale of the Securities to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Issuer acting reasonably, it is not in the best interests of the Issuer; (g) none of the Securities are listed on any stock exchange or automated dealer quotation system, other than the OTC Bulletin Board, and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system; (h) the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Issuer is not in any way responsible) for compliance with: (i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and (ii) applicable resale restrictions; (i) there is no government or other insurance covering any of the Securities; and (j) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Issuer.

Acknowledgements Representations and Warranties of Subscriber. 2.1 Acknowledgements and Agreements of Subscriber The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each Beneficial Purchaser for whom the Subscriber is contracting hereunder) that: (a) the decision to execute this Subscription Agreement and acquire the Securities agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Issuer and such decision is based entirely upon a review of any public information which has been filed by the Issuer with the Securities and Exchange Commission (the “SEC”) in compliance, or intended compliance, with applicable securities legislation and the confidential investor presentation dated April 30, 2013, which the Subscriber acknowledges supersedes any previous presentations provided to the Subscriber; (b) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Issuer in connection with the distribution of the Securities hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Issuer; (c) the books and records of the Issuer were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber’s lawyer and/or advisor(s); (d) the Issuer is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Issuer from any loss or damage it or they may suffer as a result of the Subscriber’s failure to correctly complete this Subscription Agreement; (e) the Subscriber will indemnify and hold harmless the Issuer and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained in this Subscription Agreement or in any document furnished by the Subscriber to the Issuer in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Issuer in connection therewith; (f) the issuance and sale of the Securities to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Issuer acting reasonably, it is not in the best interests of the Issuer; (g) none of the Securities are listed on any stock exchange or automated dealer quotation system, other than the OTC Bulletin Board, system and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system; (h) the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Issuer is not in any way responsible) for compliance with: (i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and (ii) applicable resale restrictions; (i) there is no government or other insurance covering any of the Securities; and (j) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Issuer.

Acknowledgements Representations and Warranties of Subscriber. 2.1 Acknowledgements and Agreements of Subscriber concerning Offering The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each Beneficial Purchaser for whom the Subscriber is contracting hereunder) that: (a) the decision to execute this Subscription Agreement and acquire the Securities agreed to be purchased hereunder has have not been based upon registered under the 1933 Act, or under any oral state securities or written representation as to fact or otherwise made by or on behalf “blue sky” laws of any state of the Issuer United States, and such decision is based entirely upon are being offered only in a review of transaction not involving any public information which has been filed by offering within the Issuer with meaning of the Securities and Exchange Commission (1933 Act, and, unless so registered, may not be offered or sold in the “SEC”) in complianceUnited States or to U.S. Persons, except pursuant to an effective registration statement under the 1933 Act, or intended compliancepursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable securities legislation and the confidential investor presentation dated April 30, 2013, which the Subscriber acknowledges supersedes any previous presentations provided to the SubscriberApplicable Legislation; (b) the Issuer will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act; (c) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Issuer in connection with regarding the distribution of the Securities hereunderOffering, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about contained in the Issuerpublic information which has been filed by the Issuer with the U.S. Securities and Exchange Commission, or any business plan, corporate profile or any other document provided to the Subscriber; (cd) the books and records of the Issuer were are available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, business and that all documents, records and books in connection with the distribution of the Securities hereunder pertaining to this Offering have been made available for inspection by the Subscriber, the Subscriber’s lawyer attorney and/or advisor(s); (de) by execution hereof the Subscriber has waived the need for the Issuer to communicate its acceptance of the purchase of the Securities pursuant to this Subscription Agreement; (f) the Issuer is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Subscription Agreement and in the Certificate, and the Subscriber will hold harmless the Issuer from any loss or damage it or they may suffer as a result of the Subscriber’s failure to correctly complete this Subscription AgreementAgreement or the Certificate; (eg) the Subscriber will shall indemnify and hold harmless the Issuer and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders, shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained in this Subscription Agreement herein, the Certificate or in any other document furnished by the Subscriber to the Issuer in connection herewith herewith, being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Issuer in connection therewith; ; (fh) the issuance and sale of the Securities to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Issuer acting reasonably, it is not in the best interests of the Issuer; (gi) none the Subscriber has been advised to consult its own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions and it is solely responsible (and the Issuer is not in any way responsible) for compliance with applicable resale restrictions; (j) the Securities are not listed on any stock exchange or automated dealer quotation system, other than the OTC Bulletin Board, system and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in shares of common stock of the Issuer on the Financial Industry Regulatory Authority’s OTC Bulletin Board; (hk) neither the Subscriber Commissions or similar regulatory authority has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to reviewed or passed on the merits and risks of an investment in the Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Issuer is not in any way responsible) for compliance with:Securities; (il) any applicable laws of the jurisdiction in which the Subscriber is resident no documents in connection with this Offering have been reviewed by the distribution of the Securities hereunder, and (ii) applicable resale restrictionsSEC or any state securities administrators; (im) there is no government or other insurance covering any of the Securities; and (jn) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Issuer, and the Subscriber acknowledges and agrees that the Issuer reserves the right to reject any subscription for any reason.

Acknowledgements Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering (a) none of the Securities have been registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to a U.S. Person, except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and Agreements in each case in accordance with applicable state and provincial securities laws; (b) the Issuer has advised the Subscriber that the Issuer is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of Subscriber The acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including, in most circumstances, statutory rights of rescission or damages, will not be available to the Subscriber; (c) the Subscriber acknowledges that the Issuer has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act; (on its own behalf andd) no prospectus has been or is intended to be filed by the Issuer with the Commissions in connection with the issuance of the Purchased Securities, if applicable, on behalf the issuance is intended to be exempted from the prospectus and registration requirements of each Beneficial Purchaser for whom the Applicable Legislation and as a consequence of acquiring the Purchased Securities pursuant to these exemptions: (i) the Subscriber is contracting hereunder) that:restricted from using most of the civil remedies available under the Applicable Legislation; (aii) the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under the Applicable Legislation; and (iii) the Issuer is relieved from certain obligations that would otherwise apply under the Applicable Legislation; (e) the decision to execute this Subscription Agreement and acquire the Purchased Securities agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Issuer Issuer, and such decision is based entirely upon a review of any public information (the receipt of which is hereby acknowledged) which has been filed by the Issuer with the Securities and Exchange Commission (the “SEC”) in compliance, or intended compliance, with applicable securities legislation and the confidential investor presentation dated April 30, 2013, which the Subscriber acknowledges supersedes any previous presentations provided to the Subscriber; (bf) neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; (g) the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including the possible loss of the entire investment and it has carefully read and considered the matters set forth under the heading “Risk Factors” appearing in the Company’s Forms 00-X, 00-X, 0-X and any other filings filed from time to time with the SEC; (h) there is no government or other insurance covering any of the Purchased Securities; (i) there are risks associated with the purchase of the Securities and the Subscriber is knowledgeable or experienced in business and financial matters and is capable of evaluating the merits and risks of an investment in the Purchased Securities and is capable of bearing the economic risk of the investments; (j) the Subscriber has not acquired the Purchased Securities as a result of, and will not itself engage in, any Directed Selling Efforts in the United States in respect of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of the Securities pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements; (k) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Issuer in connection with the distribution of the Purchased Securities hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Issuer; (cl) the books and records of the Issuer were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Purchased Securities hereunder have been made available for inspection by the Subscriber, the Subscriber’s lawyer and/or advisor(s); (d) the Issuer is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Issuer from any loss or damage it or they may suffer as a result of the Subscriber’s failure to correctly complete this Subscription Agreement; (em) the Subscriber will indemnify and hold harmless the Issuer and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained in this Subscription Agreement herein or in any document furnished by the Subscriber to the Issuer in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Issuer in connection therewith; (fn) the issuance and sale of the Securities to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Issuer acting reasonably, it is not in the best interests of the Issuer; (g) none of the Purchased Securities are not listed on any stock exchange or automated dealer quotation system, other than the OTC Bulletin Board, system and no representation has been made to the Subscriber that any of the Purchased Securities will become listed on any stock exchange or automated dealer quotation system, except that currently market makers make a market for the Issuer’s common shares on the FINRA’s OTC Bulletin Board; (ho) the Issuer will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state and provincial securities laws; (p) the statutory and regulatory basis for the exemption claimed for the offer of the Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act or any applicable state and provincial securities laws; (q) The Subscriber hereby acknowledges that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Securities will bear a legend in substantially the following form: (r) the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Issuer is not in any way responsible) for compliance with: (i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Purchased Securities hereunder, and (ii) applicable resale restrictions; (i) there is no government or other insurance covering any of the Securities; and (j) 1.2 this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Issuer, and the Subscriber acknowledges and agrees that the Issuer reserves the right to reject any subscription for any reason.

Acknowledgements Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering (a) none of the Securities have been registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to a U.S. Person, except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and Agreements in each case in accordance with applicable state and provincial securities laws; (b) the Issuer has advised the Subscriber that the Issuer is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of Subscriber The acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including, in most circumstances, statutory rights of rescission or damages, will not be available to the Subscriber; (c) the Subscriber acknowledges that the Issuer has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act; (on its own behalf andd) no prospectus has been or is intended to be filed by the Issuer with the Commissions in connection with the issuance of the Purchased Securities, if applicable, on behalf the issuance is intended to be exempted from the prospectus and registration requirements of each Beneficial Purchaser for whom the Applicable Legislation and as a consequence of acquiring the Purchased Securities pursuant to these exemptions: (i) the Subscriber is contracting hereunder) that:restricted from using most of the civil remedies available under the Applicable Legislation; (aii) the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under the Applicable Legislation; and (iii) the Issuer is relieved from certain obligations that would otherwise apply under the Applicable Legislation; (e) the decision to execute this Subscription Agreement and acquire the Purchased Securities agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Issuer Issuer, and such decision is based entirely upon a review of any public information (the receipt of which is hereby acknowledged) which has been filed by the Issuer with the Securities and Exchange Commission (the “SEC”) in compliance, or intended compliance, with applicable securities legislation and the confidential investor presentation dated April 30, 2013, which the Subscriber acknowledges supersedes any previous presentations provided to the Subscriber; (b) the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Issuer in connection with the distribution of the Securities hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Issuer; (c) the books and records of the Issuer were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber’s lawyer and/or advisor(s); (d) the Issuer is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Issuer from any loss or damage it or they may suffer as a result of the Subscriber’s failure to correctly complete this Subscription Agreement; (e) the Subscriber will indemnify and hold harmless the Issuer and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained in this Subscription Agreement or in any document furnished by the Subscriber to the Issuer in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Issuer in connection therewith; (f) neither the issuance and sale SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Issuer acting reasonably, it is not in the best interests of the IssuerSecurities; (g) none of the Securities are listed on any stock exchange or automated dealer quotation system, other than the OTC Bulletin Board, and no representation has been made to the Subscriber is aware that any of the Securities will become listed on any stock exchange or automated dealer quotation system; (h) the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities Issuer is speculative and with respect to applicable resale restrictionsinvolves certain risks, including the possible loss of the entire investment and it is solely responsible (has carefully read and considered the Issuer is not matters set forth under the heading “Risk Factors” appearing in the Company’s Forms 10-X, 00-X, 0-X and any way responsible) for compliance with: (i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection other filings filed from time to time with the distribution of the Securities hereunder, and (ii) applicable resale restrictionsSEC; (i) there is no government or other insurance covering any of the Securities; and (j) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Issuer.

Acknowledgements Representations and Warranties of Subscriber. 2.1 Acknowledgements and Agreements of Subscriber 4.1 The Subscriber acknowledges and agrees that: (on its own behalf a) no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment of, nor have any such agencies or governmental authorities, regulatory bodies, stock exchanges or other entities made any recommendation or endorsement with respect to the Shares; (b) the sale and delivery of the Shares is and will be conditional upon such sale being exempt from the prospectus and registration requirements under the Applicable Legislation; (c) the Shares are subject to resale restrictions under the Applicable Legislation and are otherwise subject to all of the terms, conditions and provisions of this Subscription Agreement and the Subscriber (and, if applicable, on behalf of each Beneficial Purchaser others for whom the Subscriber it is contracting hereunder) that:will comply with all Applicable Legislation concerning any resale of the Shares and consult with its legal advisors with respect to complying with all restrictions applying to such resale; (ad) if the Company becomes listed on an Exchange, the Shares may be required to be pooled or escrowed, either pursuant to applicable securities legislation as amended from time to time and regulations and rules prescribed thereto or pursuant to the policies of the Exchange, or any other securities regulatory body having jurisdiction. The Subscriber agrees to sign any such pooling or escrow agreement and abide by any such restrictions as may be so imposed. In furtherance of this covenant, the Subscriber irrevocably appoints the President of the Company as his attorney-in-fact and authorizes him as his attorney-in-fact to approve and sign a pooling or escrow or escrow agreement on behalf of the Subscriber to provide for pooling or escrow of the Shares. (e) none of the Shares have been or will be registered under the 1933 Act or the Applicable Legislation of any state and the Shares may not be offered or sold, directly or indirectly, in the United States to, or for the account or benefit of, a U.S. Person or a person in the United States unless they are registered under the 1933 Act and the Applicable Legislation of all relevant states or unless an exemption from such registration requirements is available, and the Company has no obligation or present intention of filing a registration statement under the 1933 Act in respect of any of the Shares; (f) the Subscriber is aware that Rule 144 under the 1933 Act will not be available to facilitate resale of the Shares unless certain conditions have been satisfied; (g) the decision to execute this Subscription Agreement and acquire the Securities agreed to be purchased Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Issuer Company, and such decision is based entirely upon a review of any public information (the receipt of which is hereby acknowledged) which has been filed by the Issuer Company under the Applicable Legislation; (h) none of the Commissions, the Exchange or any other securities commission or similar regulatory authority have reviewed or passed on the merits of the Shares; (i) there is no government or other insurance covering any of the Shares; (j) there are risks associated with an investment in the Shares; (k) the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell Shares through a person registered to sell securities under the Securities Act (British Columbia) and, as a consequence of acquiring the Shares pursuant to an exemption, certain protections, rights and Exchange Commission remedies provided by the Securities Act (the “SEC”) in complianceBritish Columbia), or intended complianceincluding statutory rights of rescission and damages, with applicable securities legislation and the confidential investor presentation dated April 30, 2013, which the Subscriber acknowledges supersedes any previous presentations provided will not be available to the Subscriber; (bl) by executing and delivering this Agreement, the Subscriber will have directed the Company not to include a Canadian Legend on any certificates representing the Shares to be issued to the Subscriber. As a consequence, the Subscriber will not be able to rely on the resale provisions of National Instrument 45-102, and any subsequent trade in any of the Shares during or after the Canadian Hold Period will be a distribution subject to the prospectus and registration requirements of Canadian securities legislation, to the extent that the trade is at that time subject to any such Canadian securities legislation; (m) all costs and expenses incurred by the Subscriber (including any fees and disbursements of any special counsel retained by the Subscriber) relating to the purchase of the Shares shall be borne by the Subscriber; (n) the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any Directed Selling Efforts in the United States in respect of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of the Securities pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements; (o) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Issuer Company in connection with the distribution of the Securities Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the IssuerCompany; (cp) the books and records of the Issuer Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Securities Shares hereunder have been made available for inspection by the Subscriber, the Subscriber’s 's lawyer and/or advisor(s); (d) the Issuer is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Issuer from any loss or damage it or they may suffer as a result of the Subscriber’s failure to correctly complete this Subscription Agreement; (eq) the Subscriber will indemnify and hold harmless the Issuer Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained in this Subscription Agreement herein or in any document furnished by the Subscriber to the Issuer Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Issuer Company in connection therewith; (fr) other than on the issuance and sale of Over the Securities to Counter Bulletin Board, the Subscriber will Company’s shares are not be completed if it would be unlawful listed or if, in the discretion of the Issuer acting reasonably, it is not in the best interests of the Issuer; (g) none of the Securities are listed quoted on any stock exchange or automated dealer quotation system, other than the OTC Bulletin Board, system and no representation has been made to the Subscriber that any of the Securities Shares will become listed on any other stock exchange or automated dealer quotation system or that the Company’s shares will remain listed on the Over the Counter Bulletin Board or any other stock exchange or automated dealer quotation system; (hs) the statutory and regulatory basis for the exemption claimed for the offer of the Securities, although in technical compliance with the Applicable Legislation, will not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act or any applicable state and provincial securities laws; (t) the Subscriber has been advised to consult the Subscriber’s 's own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Issuer Company is not in any way responsible) for compliance with: (i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities Shares hereunder, and, (ii) applicable resale restrictions; (iu) the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, Regulation D, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with any other Applicable Legislation; (v) in addition to resale restrictions imposed under U.S. securities laws, there is no government or other insurance covering are additional restrictions on the Subscriber’s ability to resell in Canada any of the SecuritiesSecurities under the B.C. Act. (w) the Company has no obligation to take action so as to permit resale in the United States of the Shares pursuant to the 1933 Act (including Rule 144 there under), and, as a consequence, the Subscriber must bear the economic risks of the investment in the Shares and for an indefinite period of time; and, (jx) this Subscription Agreement is not enforceable by there may be material tax consequences to the Subscriber unless it has been accepted by of an acquisition or disposition of the IssuerShares, and the Company gives no opinion and makes no representation with respect to the tax consequences to the Subscriber under United States, state, local or foreign tax law of the Subscriber’s acquisition or disposition of such Shares.

Acknowledgements Representations and Warranties of Subscriber. 2.1 Acknowledgements and Agreements of Subscriber 4.1 The Subscriber acknowledges and agrees that: (on its own behalf a) no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment of, nor have any such agencies or governmental authorities, regulatory bodies, stock exchanges or other entities made any recommendation or endorsement with respect to the Shares; (b) the sale and delivery of the Shares is and will be conditional upon such sale being exempt from the prospectus and registration requirements under the Applicable Legislation; (c) the Shares are subject to resale restrictions under the Applicable Legislation and are otherwise subject to all of the terms, conditions and provisions of this Subscription Agreement and the Subscriber (and, if applicable, on behalf of each Beneficial Purchaser others for whom the Subscriber it is contracting hereunder) that:will comply with all Applicable Legislation concerning any resale of the Shares and consult with its legal advisors with respect to complying with all restrictions applying to such resale; (ad) if the Company becomes listed on an Exchange, the Shares may be required to be pooled or escrowed, either pursuant to applicable securities legislation as amended from time to time and regulations and rules prescribed thereto or pursuant to the policies of the Exchange, or any other securities regulatory body having jurisdiction. The Subscriber agrees to sign any such pooling or escrow agreement and abide by any such restrictions as may be so imposed. In furtherance of this covenant, the Subscriber irrevocably appoints the President of the Company as his attorney-in-fact and authorizes him as his attorney-in-fact to approve and sign a pooling or escrow or escrow agreement on behalf of the Subscriber to provide for pooling or escrow of the Shares. (e) none of the Shares have been or will be registered under the 1933 Act or the Applicable Legislation of any state and the Shares may not be offered or sold, directly or indirectly, in the United States to, or for the account or benefit of, a U.S. Person or a person in the United States unless they are registered under the 1933 Act and the Applicable Legislation of all relevant states or unless an exemption from such registration requirements is available, and the Company has no obligation or present intention of filing a registration statement under the 1933 Act in respect of any of the Shares; (f) the Subscriber is aware that Rule 144 under the 1933 Act will not be available to facilitate resale of the Shares unless certain conditions have been satisfied; (g) the decision to execute this Subscription Agreement and acquire the Securities agreed to be purchased Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Issuer Company, and such decision is based entirely upon a review of any public information (the receipt of which is hereby acknowledged) which has been filed by the Issuer Company under the Applicable Legislation; (h) none of the Commissions, the Exchange or any other securities commission or similar regulatory authority have reviewed or passed on the merits of the Shares; (i) there is no government or other insurance covering any of the Shares; (j) there are risks associated with an investment in the Shares; (k) the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell Shares through a person registered to sell securities under the Securities Act (British Columbia) and, as a consequence of acquiring the Shares pursuant to an exemption, certain protections, rights and Exchange Commission remedies provided by the Securities Act (the “SEC”) in complianceBritish Columbia), or intended complianceincluding statutory rights of rescission and damages, with applicable securities legislation and the confidential investor presentation dated April 30, 2013, which the Subscriber acknowledges supersedes any previous presentations provided will not be available to the Subscriber; (bl) by executing and delivering this Agreement, the Subscriber will have directed the Company not to include a Canadian Legend on any certificates representing the Shares to be issued to the Subscriber. As a consequence, the Subscriber will not be able to rely on the resale provisions of National Instrument 45-102, and any subsequent trade in any of the Shares during or after the Canadian Hold Period will be a distribution subject to the prospectus and registration requirements of Canadian securities legislation, to the extent that the trade is at that time subject to any such Canadian securities legislation; (m) all costs and expenses incurred by the Subscriber (including any fees and disbursements of any special counsel retained by the Subscriber) relating to the purchase of the Shares shall be borne by the Subscriber; (n) the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any Directed Selling Efforts in the United States in respect of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of the Securities pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements; (o) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Issuer Company in connection with the distribution of the Securities Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the IssuerCompany; (cp) the books and records of the Issuer Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Securities Shares hereunder have been made available for inspection by the Subscriber, the Subscriber’s 's lawyer and/or advisor(s); (d) the Issuer is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Issuer from any loss or damage it or they may suffer as a result of the Subscriber’s failure to correctly complete this Subscription Agreement; (eq) the Subscriber will indemnify and hold harmless the Issuer Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained in this Subscription Agreement herein or in any document furnished by the Subscriber to the Issuer Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Issuer Company in connection therewith; (fr) other than on the issuance and sale of Over the Securities to Counter Bulletin Board, the Subscriber will Company’s shares are not be completed if it would be unlawful listed or if, in the discretion of the Issuer acting reasonably, it is not in the best interests of the Issuer; (g) none of the Securities are listed quoted on any stock exchange or automated dealer quotation system, other than the OTC Bulletin Board, system and no representation has been made to the Subscriber that any of the Securities Shares will become listed on any other stock exchange or automated dealer quotation system or that the Company’s shares will remain listed on the Over the Counter Bulletin Board or any other stock exchange or automated dealer quotation system; (hs) the statutory and regulatory basis for the exemption claimed for the offer of the Securities, although in technical compliance with the Applicable Legislation, will not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act or any applicable state and provincial securities laws; (t) the Subscriber has been advised to consult the Subscriber’s 's own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Issuer Company is not in any way responsible) for compliance with: (i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities Shares hereunder, and, (ii) applicable resale restrictions; (iu) the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, Regulation D, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with any other Applicable Legislation; (v) in addition to resale restrictions imposed under U.S. securities laws, there is no government or other insurance covering are additional restrictions on the Subscriber’s ability to resell in Canada any of the SecuritiesSecurities under the B.C. Act. (w) the Company has no obligation to take action so as to permit resale in the United States of the Shares pursuant to the 1933 Act (including Rule 144 thereunder), and, as a consequence, the Subscriber must bear the economic risks of the investment in the Shares and for an indefinite period of time; and, (jx) this Subscription Agreement is not enforceable by there may be material tax consequences to the Subscriber unless it has been accepted by of an acquisition or disposition of the IssuerShares, and the Company gives no opinion and makes no representation with respect to the tax consequences to the Subscriber under United States, state, local or foreign tax law of the Subscriber’s acquisition or disposition of such Shares.

Acknowledgements Representations and Warranties of Subscriber. 2.1 Acknowledgements and Agreements of Subscriber concerning offering The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each Beneficial Purchaser for whom the Subscriber is contracting hereunder) that: (a) the Securities have not been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons (as defined herein), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state securities laws; (b) the Company will refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act; (c) the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act; (d) the decision to execute this Subscription Agreement and acquire the Purchased Securities agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Issuer Company and such decision is based entirely upon a review of any public information (the "Company Information") which has been filed provided by the Issuer with Company to the Securities and Exchange Commission (Subscriber. If the “SEC”) in complianceCompany has presented a business plan or any other type of corporate profile to the Subscriber, or intended compliance, with applicable securities legislation and the confidential investor presentation dated April 30, 2013, which the Subscriber acknowledges supersedes that the business plan, the corporate profile and any previous presentations provided to the Subscriberprojections or predictions contained in any such documents may not be achieved or be achievable; (be) the Subscriber and the Subscriber’s 's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Issuer in connection with Company regarding the distribution of the Securities hereunderOffering, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about contained in the IssuerCompany Information, or any business plan, corporate profile or any other document provided to the Subscriber; (cf) the books and records of the Issuer Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, business and that all documents, records and books in connection with the distribution of the Securities hereunder pertaining to this Offering have been made available for inspection by the Subscriber, the Subscriber’s lawyer 's attorney and/or advisor(s); (dg) by execution hereof the Subscriber has waived the need for the Company to communicate its acceptance of the purchase of the Purchased Securities pursuant to this Subscription Agreement; (h) the Issuer Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Subscription Agreement and in the Questionnaire, and the Subscriber will hold harmless the Issuer Company from any loss or damage it or they may suffer as a result of the Subscriber’s 's failure to correctly complete this Subscription AgreementAgreement or the Questionnaire; (ei) the Subscriber will indemnify and hold harmless the Issuer Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders, shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained in this Subscription Agreement herein, the Questionnaire or in any other document furnished by the Subscriber to the Issuer Company in connection herewith herewith, being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Issuer Company in connection therewith; (fj) the issuance and sale of the Purchased Securities to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Issuer Company acting reasonably, it is not in the best interests of the IssuerCompany; (gk) none the Subscriber has been advised to consult its own legal, tax and other advisors with respect to the merits and risks of an investment in the Purchased Securities and with respect to applicable resale restrictions and it is solely responsible (and the Company is in any way responsible) for compliance with applicable resale restrictions; (l) the Purchased Securities are not listed on any stock exchange or automated dealer quotation system, other than the OTC Bulletin Board, system and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in shares of the Company on the National Association of Securities Dealers Inc.'s OTC Bulletin Board; (hm) neither the Subscriber SEC nor any other securities commission or similar regulatory authority has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to reviewed or passed on the merits and risks of an investment in the Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Issuer is not in any way responsible) for compliance with:Shares; (in) any applicable laws of the jurisdiction in which the Subscriber is resident no documents in connection with this Offering have been reviewed by the distribution of the Securities hereunder, and (ii) applicable resale restrictionsSEC or any state securities administrators; (io) there is no government or other insurance covering any of the Purchased Securities; and (jp) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the IssuerCompany, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any Subscription for any reason.