Common use of Acknowledgments of the Subscriber Clause in Contracts

Acknowledgments of the Subscriber. 1.1 The Subscriber hereby acknowledges and agrees for the benefit of the Issuer that: (a) its decision to execute this subscription and purchase of the Shares agreed to be purchased hereunder has not been based upon any oral or written representation or warranty as to fact or otherwise made by or on behalf of the Issuer, and that its decision is based entirely upon its review of the Public Record and Confidential Private Offering Memorandum in connection with the Offering; (b) no Securities Commission or similar regulatory authority has reviewed or passed on the merits of the Shares; (c) the Issuer is a U.S. publicly traded company, but is not a "reporting issuer" in any foreign jurisdiction; (d) there is no insurance covering the Shares; (e) there are restrictions on the Subscriber's ability to resell the Shares and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Shares; (f) it (or others for whom it is contracting hereunder) has been advised to consult its own legal advisors with respect to the merits and risks of an investment in the Shares and the applicable resale restrictions and it (or others for whom it is contracting hereunder) is solely responsible, and neither the Issuer, Aton Securities, Inc. nor Xxxxx X. Xxxxxxxx, Esq. is in any way responsible, for compliance with applicable resale restrictions; (g) to the knowledge of the Subscriber, the sale of the Shares was not accompanied by any advertisement or solicited in any manner in contravention of applicable 1933 Act or other applicable securities laws; (h) the offer made by this subscription is irrevocable and requires acceptance by the Issuer; (i) the subscription is not enforceable by the Subscriber unless it has been accepted by the Issuer and the Subscriber waives any requirement on the Issuer's behalf to communicate acceptance of this subscription to the Subscriber; (j) no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment of, not have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the Shares; (k) the Shares are speculative investments which involved a substantial degree of risk; (l) the Subscriber has had access to and has received all such information concerning the Issuer that the Subscriber has considered necessary in connection with the Subscriber's investment decision; (m) the Subscriber confirms that he/she/it is not a U.S. Person or acting or on behalf of a U.S. Person; and (n) the Issuer will rely on the acknowledgments, representations and warranties made herein or otherwise provided by the Subscriber to the Issuer in completing the sale and issue of the Shares to the Subscriber.

Acknowledgments of the Subscriber. 1.1 The Subscriber hereby Subscriber, on its own behalf and, if applicable, on behalf of others for whom it is acting hereunder, acknowledges and agrees for the benefit of the Issuer thatas follows: (a) its decision to execute this subscription and purchase The Subscriber has received a copy of the Shares agreed to be purchased hereunder has not been based upon any oral or written representation or warranty as to fact or otherwise made by or on behalf Term Sheet setting out the principal terms of the Issuer, and that its decision is based entirely upon its review of the Public Record and Confidential Private Offering Memorandum in connection with the Offering;. (b) no Securities Commission No securities commission, agency, governmental authority, regulatory body, stock exchange or similar regulatory authority has reviewed or passed on the merits of of, or investing in, the Common Shares and there is no government or other insurance covering the Common Shares;. (c) the Issuer is a U.S. publicly traded company, but is not a "reporting issuer" in any foreign jurisdiction; (d) there is no insurance covering the Shares; (e) there There are restrictions on the Subscriber's ’s ability to resell the Common Shares and it compliance with all such restrictions is the responsibility of the Subscriber. (d) The Common Shares shall be subject to statutory resale restrictions under the Securities Laws of the jurisdiction in which the Subscriber resides and under other applicable securities laws, and the Subscriber covenants that it will not resell the Common Shares except in compliance with such laws and the Subscriber acknowledges that it is solely responsible (and neither the Corporation nor the Underwriter is in any way responsible) for such compliance. (e) The Corporation is relying on an exemption from the requirement to find out what those restrictions are provide the Subscriber with a prospectus under the Securities Laws and to comply with them before selling sell securities through a person registered to sell securities under Securities Laws (if applicable) and, as a consequence of acquiring the SharesCommon Shares pursuant to such exemption(s), certain protections, rights and remedies provided by the Securities Laws, including statutory rights of rescission or damages, will not be available to the Subscriber, the Subscriber may not receive information that would otherwise be required to be provided to it under Securities Laws and the Corporation is relieved from certain obligations that would otherwise apply under Securities Laws; (f) it The certificates representing the Common Shares will bear, as of the Closing Date, legends substantially in the following form and with the necessary information inserted: (g) The Underwriter and/or its directors, officers, employees, agents and representatives assume no responsibility or others liability of any nature whatsoever for the accuracy or adequacy of any such publicly available information concerning the Corporation or as to whether all information concerning the Corporation that is required to be disclosed or filed by the Corporation under the Securities Laws has been so disclosed or filed. (h) The Subscriber, and each beneficial person for whom it is contracting hereunder, shall execute, deliver, file and otherwise assist the Corporation and the Underwriter with filing all documentation required by the applicable Securities Laws to permit the subscription for the Common Shares and the issuance of the Common Shares. (i) The Corporation is relying on the representations, warranties and covenants contained herein and in the applicable Schedules attached hereto to determine the Subscriber’s eligibility to subscribe for Common Shares under applicable Securities Laws and the Subscriber agrees to indemnify the Corporation, the Underwriter and each of their directors and officers against all losses, claims, costs, expenses, damages or liabilities which any of them may suffer or incur as a result of or arising from reliance thereon. The Subscriber undertakes to immediately notify the Corporation of any change in any statement or other information relating to the Subscriber set forth in such applicable Schedules which takes place prior to the Closing Time. (j) The Subscriber, and each beneficial person for whom it is contracting hereunder, is responsible for obtaining such legal and tax advice as it considers appropriate in connection with the execution, delivery and performance of this Subscription Agreement and the transactions contemplated under this Subscription Agreement. (k) The Subscriber has been advised such knowledge in financial and business affairs as to consult its own legal advisors with respect to be capable of evaluating the merits and risks of an investment in the Shares and the applicable resale restrictions and it (or others for whom it is contracting hereunder) is solely responsible, and neither the Issuer, Aton Securities, Inc. nor Xxxxx X. Xxxxxxxx, Esq. is in any way responsible, for compliance with applicable resale restrictions; (g) to the knowledge of the Subscriber, the sale of the Shares was not accompanied by any advertisement or solicited in any manner in contravention of applicable 1933 Act or other applicable securities laws; (h) the offer made by this subscription is irrevocable and requires acceptance by the Issuer; (i) the subscription is not enforceable by the Subscriber unless it has been accepted by the Issuer and the Subscriber waives any requirement on the Issuer's behalf to communicate acceptance of this subscription to the Subscriber; (j) no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment of, not have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the Common Shares; (k) the Shares are speculative investments which involved a substantial degree of risk;. (l) The funds representing the Subscriber has had access to and has received all such information concerning the Issuer that the Subscriber has considered necessary in connection with the Subscriber's investment decision; (m) the Subscriber confirms that he/she/it is not a U.S. Person or acting or on behalf of a U.S. Person; and (n) the Issuer Aggregate Subscription Price which will rely on the acknowledgments, representations and warranties made herein or otherwise provided be advanced by the Subscriber to the Issuer in completing Underwriter hereunder will not represent proceeds of crime for the sale and issue purposes of the Shares Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”) and the Subscriber acknowledges that the Corporation may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA. To the best of its knowledge (a) none of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States, or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber, and (b) the Subscriber shall promptly notify the Corporation if the Subscriber discovers that any of such representations ceases to be true, and to provide the Corporation with appropriate information in connection therewith.

Acknowledgments of the Subscriber. 1.1 The Subscriber hereby Subscriber, on its own behalf and, if applicable, on behalf of others for whom it is acting hereunder, acknowledges and agrees for the benefit of the Issuer thatas follows: (a) its decision to execute this subscription The Subscriber has received and purchase reviewed the principal terms of the Shares agreed to be purchased hereunder has not been based upon any oral or written representation or warranty as to fact or otherwise made by or on behalf of the Issuer, and that its decision is based entirely upon its review of the Public Record and Confidential Private Offering Memorandum in connection with the Offering;. (b) no Securities Commission The Subscriber acknowledges that the aggregate gross proceeds of the Offering will be up to approximately $___and will result in the issuance of ___Common Shares. (c) No securities commission, agency, governmental authority, regulatory body, stock exchange or similar regulatory authority has reviewed reviewed, passed upon, made any finding or passed determination, or recommended or endorsed on the merits of the Common Shares; (c) the Issuer is a U.S. publicly traded company, but is not a "reporting issuer" in any foreign jurisdiction;. (d) there is no insurance covering Subject to the Shares; (e) there are registration rights described in Schedule “D”, the Securities shall be subject to statutory resale restrictions on under the Subscriber's ability to Securities Laws of the jurisdiction in which the Subscriber resides and the U.S. Securities Act and under other applicable Securities Laws, and the Subscriber covenants that it will not resell any of the Shares Securities except in compliance with such laws and the Subscriber acknowledges that it is solely responsible (and the responsibility of Company and the Subscriber Agents are not in any way responsible) to find out understand what those restrictions are and to comply with them before selling any of the Shares;Securities. (e) The Subscriber’s ability to transfer any of the Securities is limited by, among other things, applicable Securities Laws and the Securities will not be transferable without the consent of the Company, on or before June 24, 2011. (f) it The certificates representing the Common Shares will bear, as of the Closing Date, a legend substantially in the following form and with the necessary information inserted: (or others g) In addition, the certificates representing the Common Shares, will also bear a legend substantially in the following form: (h) The Subscriber, and each beneficial purchaser for whom it is contracting acting hereunder) has been advised , shall execute, deliver, file and otherwise assist the Company with filing all documentation required by the applicable Securities Laws to consult its own legal advisors with respect to permit the merits and risks of an investment in subscription for the Common Shares and the issuance of the Securities. (i) No prospectus or offering memorandum, within the meaning of the Securities Laws, or other similar disclosure document has been filed by the Company with a securities commission, securities regulatory authority or other governmental or regulatory authority in the United States, or any other jurisdiction in connection with the issuance of the Common Shares. (j) The Company is relying on the representations, warranties and covenants contained herein and in the applicable resale restrictions Schedules attached hereto to determine the Subscriber’s eligibility to subscribe for the Common Shares under applicable Securities Laws. (k) The Securities are “restricted securities” as defined in Rule 144(a)(3) under the U.S. Securities Act and it have not been registered under the U.S. Securities Act or any state securities laws and may not be reoffered or resold in the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws, as contemplated in Schedule “D”, or an exemption from such registration requirements is available. Until resales of the Securities are registered under the U.S. Securities Act, the Securities may not practically be able to be offered and sold on the TSX pursuant to Rule 904 under the U.S. Securities Act since the Securities will remain “restricted securities” pursuant to Rule 905 of Regulation S under the U.S. Securities Act. (l) The Subscriber agrees that if the Subscriber decides to offer, sell, pledge or others for whom it is contracting hereunder) is solely responsible, and neither otherwise transfer any of the Issuer, Aton Securities, Inc. nor Xxxxx X. Xxxxxxxxthe Subscriber will not offer, Esq. is in sell, pledge or otherwise transfer any way responsible, for compliance with applicable resale restrictions; (g) to the knowledge of the SubscriberSecurities, the sale of the Shares was not accompanied by any advertisement directly or solicited in any manner in contravention of applicable 1933 Act or other applicable securities laws; (h) the offer made by this subscription is irrevocable and requires acceptance by the Issuerindirectly, unless; (i) the subscription sale is not enforceable by the Subscriber unless it has been accepted by the Issuer and the Subscriber waives any requirement on the Issuer's behalf to communicate acceptance of this subscription to the Subscriber;Company; or (jii) no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as pursuant to an effective registration statement under the merit for investment of, not have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the Shares;U.S. Securities Act; or (kiii) the Shares are speculative investments which involved a substantial degree sale is made outside the United States in compliance with the requirements of risk;Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations; or (liv) the Subscriber has had access to sale is made in compliance with an exemption from registration under the U.S. Securities Act provided by Rule 144 thereunder, if available, and has received all such information concerning in accordance with any applicable state securities law; or (v) the Issuer Securities are sold in a transaction that does not require registration under the Subscriber has considered necessary in connection with the Subscriber's investment decision;U.S. Securities Act or any applicable state securities laws. (m) There is no government insurance or other insurance covering the Subscriber confirms that he/she/it is not a U.S. Person or acting or on behalf of a U.S. Person; and (n) the Issuer will rely on the acknowledgments, representations and warranties made herein or otherwise provided by the Subscriber to the Issuer in completing the sale and issue of the Shares to the SubscriberSecurities.

Acknowledgments of the Subscriber. 1.1 The Subscriber hereby Subscriber, on its own behalf and, if applicable, on behalf of others for whom it is acting hereunder, acknowledges and agrees for the benefit of the Issuer thatas follows: (a) its decision to execute this subscription The Subscriber has received and purchase reviewed the principal terms of the Shares agreed to be purchased hereunder has not been based upon any oral or written representation or warranty as to fact or otherwise made by or on behalf of the Issuer, and that its decision is based entirely upon its review of the Public Record and Confidential Private Offering Memorandum in connection with the Offering;. (b) no Securities Commission The Subscriber acknowledges that the aggregate gross proceeds of the Offering will be up to approximately $___ and will result in the issuance of ___ Common Shares. (c) No securities commission, agency, governmental authority, regulatory body, stock exchange or similar regulatory authority has reviewed reviewed, passed upon, made any finding or passed determination, or recommended or endorsed on the merits of the Common Shares; (c) the Issuer is a U.S. publicly traded company, but is not a "reporting issuer" in any foreign jurisdiction;. (d) there is no insurance covering Subject to the Shares; (e) there are registration rights described in Schedule “D”, the Securities shall be subject to statutory resale restrictions on under the Subscriber's ability to Securities Laws of the jurisdiction in which the Subscriber resides and the U.S. Securities Act and under other applicable Securities Laws, and the Subscriber covenants that it will not resell any of the Shares Securities except in compliance with such laws and the Subscriber acknowledges that it is solely responsible (and the responsibility of Company and the Subscriber Agents are not in any way responsible) to find out understand what those restrictions are and to comply with them before selling any of the Shares;Securities. (e) The Subscriber’s ability to transfer any of the Securities is limited by, among other things, applicable Securities Laws and the Securities will not be transferable without the consent of the Company, on or before July 24, 2011. (f) it The certificates representing the Common Shares will bear, as of the Closing Date, a legend substantially in the following form and with the necessary information inserted: (or others g) In addition, the certificates representing the Common Shares, will also bear a legend substantially in the following form: (h) The Subscriber, and each beneficial purchaser for whom it is contracting acting hereunder) has been advised , shall execute, deliver, file and otherwise assist the Company with filing all documentation required by the applicable Securities Laws to consult its own legal advisors with respect to permit the merits and risks of an investment in subscription for the Common Shares and the applicable resale restrictions and it (or others for whom it is contracting hereunder) is solely responsible, and neither the Issuer, Aton Securities, Inc. nor Xxxxx X. Xxxxxxxx, Esq. is in any way responsible, for compliance with applicable resale restrictions; (g) to the knowledge issuance of the Subscriber, the sale of the Shares was not accompanied by any advertisement or solicited in any manner in contravention of applicable 1933 Act or other applicable securities laws; (h) the offer made by this subscription is irrevocable and requires acceptance by the Issuer;Securities. (i) No prospectus or offering memorandum, within the subscription is not enforceable meaning of the Securities Laws, or other similar disclosure document has been filed by the Subscriber unless it has been accepted by Company with a securities commission, securities regulatory authority or other governmental or regulatory authority in the Issuer and United States, or any other jurisdiction in connection with the Subscriber waives any requirement on issuance of the Issuer's behalf to communicate acceptance of this subscription to the Subscriber;Common Shares. (j) no agencyThe Company is relying on the representations, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as warranties and covenants contained herein and in the applicable Schedules attached hereto to the merit for investment of, not have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the Shares; (k) the Shares are speculative investments which involved a substantial degree of risk; (l) the Subscriber has had access to and has received all such information concerning the Issuer that the Subscriber has considered necessary in connection with determine the Subscriber's investment decision; (m) ’s eligibility to subscribe for the Subscriber confirms that he/she/it is not a U.S. Person or acting or on behalf of a U.S. Person; and (n) the Issuer will rely on the acknowledgments, representations and warranties made herein or otherwise provided by the Subscriber to the Issuer in completing the sale and issue of the Common Shares to the Subscriberunder applicable Securities Laws.

Acknowledgments of the Subscriber. 1.1 The Subscriber hereby Subscriber, on its own behalf and, if applicable, on behalf of others for whom it is acting hereunder, acknowledges and agrees for the benefit of the Issuer thatas follows: (a) its decision to execute this subscription The Subscriber has received and purchase reviewed a copy of the Shares agreed to be purchased hereunder has not been based upon any oral or written representation or warranty as to fact or otherwise made by or on behalf Term Sheet setting out the principal terms of the Issuer, and that its decision is based entirely upon its review of the Public Record and Confidential Private Offering Memorandum in connection with the Offering;. (b) no Securities Commission The Subscriber acknowledges that the aggregate gross proceeds of the Offering will be up to approximately $58,246,875 and will result in the issuance of 12,262,500 Subscription Receipts. (c) No securities commission, agency, governmental authority, regulatory body, stock exchange or similar regulatory authority has reviewed reviewed, passed upon, made any finding or passed determination, or recommended or endorsed on the merits of the Shares; (c) the Issuer is a U.S. publicly traded company, but is not a "reporting issuer" in any foreign jurisdiction;Subscription Receipts. (d) there is no insurance covering Subject to the Shares; (e) there are registration rights described in Schedule “F”, the Securities shall be subject to statutory resale restrictions on under the Subscriber's ability to Securities Laws of the province, territory or jurisdiction in which the Subscriber resides and the U.S. Securities Act and under other applicable Securities Laws, and the Subscriber covenants that it will not resell any of the Shares Securities except in compliance with such laws and the Subscriber acknowledges that it is solely responsible (and the responsibility of Company and the Subscriber Agents are not in any way responsible) to find out understand what those restrictions are and to comply with them before selling any of the Shares;Securities. (e) The Subscriber’s ability to transfer any of the Securities is limited by, among other things, applicable Securities Laws and the Securities will not be transferable without the consent of the Company and Clarus Securities Inc., on behalf of the Agents, on or before the date that is four months after the Closing. (f) The certificates representing the Subscription Receipts (and, if issued prior to the date that is four months after the Closing, any certificates representing the Common Shares and Penalty Shares) will bear, as of the Closing Date, a legend substantially in the following form and with the necessary information inserted: (1) DAY AFTER THE CLOSING DATE>. (g) In addition, the certificates representing the Common Shares and Penalty Shares, if issued prior to the date that is four months after the Closing, will also bear a legend substantially in the following form: (h) The Subscriber, and each beneficial purchaser for whom it is acting hereunder, shall execute, deliver, file and otherwise assist the Company and Agents with filing all documentation required by the applicable Securities Laws to permit the subscription for the Subscription Receipts and the issuance of the Securities. (i) No prospectus or others offering memorandum, within the meaning of the Securities Laws, or other similar disclosure document has been filed by the Company with a securities commission, securities regulatory authority or other governmental or regulatory authority in the United States, in any province in Canada or any other jurisdiction in connection with the issuance of the Subscription Receipts. (j) The Company and Agents are relying on the representations, warranties and covenants contained herein and in the applicable Schedules attached hereto to determine the Subscriber’s eligibility to subscribe for the Subscription Receipts under applicable Securities Laws and the Subscriber agrees to indemnify each of the Company and the Agents, and each of its directors, officers, agents, advisors and shareholders against all losses, claims, costs, expenses, damages or liabilities which any of them may suffer or incur as a result of or arising from reliance thereon. The Subscriber undertakes to immediately notify the Company of any change in any statement or other information relating to the Subscriber set forth in such applicable Schedules which takes place prior to the Closing Time. (k) The Company is relying on an exemption from the requirement to provide the Subscriber with a prospectus under the Securities Laws of Canada and as a consequence of acquiring the Subscription Receipts pursuant to such exemption: (i) certain protections, rights and remedies provided by applicable Securities Laws, including statutory rights of rescission and certain statutory remedies against an issuer, Agents, auditors, directors and officers that are available to investors who acquire securities offered by a prospectus, will not be available to the Subscriber and each beneficial person for whom it is contracting hereunder, or, if applicable, others for whom you are contracting hereunder; (ii) has been advised to consult its own legal advisors the common law may not provide investors with respect to the merits and risks of an investment adequate remedy in the Shares event that they suffer investment losses in connection with securities acquired in a private placement; (iii) the Subscriber and the applicable resale restrictions and it (or others each beneficial person for whom it is contracting hereunder, may not receive information that would otherwise be required to be given under applicable Securities Laws; and (iv) the Company is solely responsiblerelieved from certain obligations that would otherwise apply under applicable Securities Laws. (l) The Securities are “restricted securities” as defined in Rule 144(a)(3) under the U.S. Securities Act and have not been registered under the U.S. Securities Act or any state securities laws and may not be reoffered or resold in the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws, as contemplated in Schedule “F”, or an exemption from such registration requirements is available. Until resales of the Securities are registered under the U.S. Securities Act, the Securities may not practically be able to be offered and neither sold on the IssuerTSX pursuant to Rule 904 under the U.S. Securities Act since the Securities will remain “restricted securities” pursuant to Rule 905 of Regulation S under the U.S. Securities Act. (m) The Subscriber agrees that if the Subscriber decides to offer, Aton sell, pledge or otherwise transfer any of the Securities, Inc. nor Xxxxx X. Xxxxxxxxthe Subscriber will not offer, Esq. is in sell, pledge or otherwise transfer any way responsible, for compliance with applicable resale restrictions; (g) to the knowledge of the SubscriberSecurities, the sale of the Shares was not accompanied by any advertisement directly or solicited in any manner in contravention of applicable 1933 Act or other applicable securities laws; (h) the offer made by this subscription is irrevocable and requires acceptance by the Issuerindirectly, unless; (i) the subscription sale is not enforceable by the Subscriber unless it has been accepted by the Issuer and the Subscriber waives any requirement on the Issuer's behalf to communicate acceptance of this subscription to the Subscriber;Company; or (jii) no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as pursuant to an effective registration statement under the merit for investment of, not have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the Shares;U.S. Securities Act; or (kiii) the Shares are speculative investments which involved a substantial degree sale is made outside the United States in compliance with the requirements of risk;Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations; or (liv) the Subscriber has had access to sale is made in compliance with an exemption from registration under the U.S. Securities Act provided by Rule 144 thereunder, if available, and has received all such information concerning the Issuer that the Subscriber has considered necessary in connection accordance with the Subscriber's investment decision;any applicable state securities law; or (mv) the Subscriber confirms Securities are sold in a transaction that he/she/it is does not a require registration under the U.S. Person Securities Act or acting or on behalf of a U.S. Person; andany applicable state securities laws. (n) There is no government insurance or other insurance covering the Issuer will rely on the acknowledgments, representations and warranties made herein or otherwise provided by the Subscriber to the Issuer in completing the sale and issue of the Shares to the SubscriberSecurities.

Acknowledgments of the Subscriber. 1.1 The Subscriber hereby Subscriber, on its own behalf and, if applicable, on behalf of others for whom it is acting hereunder, acknowledges and agrees for the benefit of the Issuer thatas follows: (a) its decision to execute this subscription and purchase The Subscriber has reviewed a copy of the Shares agreed to be purchased hereunder has not been based upon any oral or written representation or warranty Term Sheet attached as to fact or otherwise made by or on behalf Schedule “B” setting out the principal terms of the Issuer, and that its decision is based entirely upon its review of the Public Record and Confidential Private Offering Memorandum in connection with the Offering;. (b) no Securities Commission No securities commission, agency, governmental authority, regulatory body, stock exchange or similar regulatory authority has reviewed reviewed, passed, made any finding or passed determination, or recommended or endorsed on the merits of the Purchased Shares;. (c) the Issuer is a U.S. publicly traded company, but is not a "reporting issuer" in any foreign jurisdiction; (d) there is no insurance covering the Shares; (e) there There are restrictions on the Subscriber's ’s ability to resell the Purchased Shares and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Purchased Shares;. (d) The Purchased Shares shall be subject to statutory resale restrictions under the Securities Laws of the jurisdiction in which the Subscriber resides and under other applicable securities laws, and the Subscriber covenants that it will not resell the Purchased Shares except in compliance with such laws and the Subscriber acknowledges that it is solely responsible (and the Corporation, the Agents, nor the U.S. Agents are in no way responsible) for such compliance. (e) The Subscriber’s ability to transfer the Purchased Shares is limited by, among other things, applicable Securities Laws. (f) it The Subscriber and each beneficial purchaser on whose behalf the Subscriber is contracting, if any, understands and acknowledges that upon the issuance of the Purchased Shares, the certificates representing the Purchased Shares, as well as all certificates issued in exchange therefor, issued prior to four months plus one day from the Closing Date shall bear the following legends: For purposes of complying with the United States Securities Laws, the Subscriber and each beneficial Subscriber, if any, understands and acknowledges that all certificates issued to the Subscriber representing the Purchased Shares shall bear the following legends: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (THE "U.S. SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION PROVIDED BY RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE provided, that if any such Purchased Shares are being sold in compliance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act at a time that the Corporation is a “foreign private issuer” as defined in Rule 405 under the U.S. Securities Act and in compliance with Canadian local laws and regulations, the legend may be removed by providing a declaration to the Corporation’s registrar and transfer agent and the Corporation in the form of paragraph (i) of Schedule A (or as the Corporation may reasonably prescribe from time to time) and the Corporation shall use commercially reasonable efforts to cause the legend to be removed within three business days of receipt thereof; and provided, further, that, if any such Purchased Shares are being sold pursuant to Rule 144 of the U.S. Securities Act or a transaction that does not require registration under the U.S. Securities Act or applicable state securities laws, the legend may be removed by delivery to the registrar and transfer agent of the Corporation of an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation , to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws. (g) The Agents, the U.S. Agents and/or their affiliates and their respective directors, officers, employees, agents and representatives, including legal counsel, assume no responsibility or liability of any nature whatsoever for the accuracy or adequacy of any publicly available information concerning the Corporation or as to whether all information concerning the Corporation that is required to be disclosed or filed by the Corporation under the Securities Laws has been so disclosed or filed. (h) The Subscriber, and each beneficial person for whom it is contracting hereunder, shall execute, deliver, file and otherwise assist the Corporation, the Agents and the U.S. Agents with filing all documentation required by the applicable Securities Laws to permit the subscription for the Purchased Shares and the issuance of the Purchased Shares. (i) The Corporation is relying on an exemption from the requirement to provide the Subscriber with a prospectus under the Securities Laws and as a consequence of acquiring the Purchased Shares pursuant to such exemption: (i) certain protections, rights and remedies provided by applicable Securities Laws, including statutory rights of rescission and certain statutory remedies against an issuer, underwriters, auditors, directors and officers that are available to investors who acquire securities offered by a prospectus, will not be available to the Subscriber and each beneficial person for whom it is contracting hereunder, or, if applicable, others for whom you are contracting hereunder; (ii) the common law may not provide investors with an adequate remedy in the event that they suffer investment losses in connection with securities acquired in a private placement; (iii) the Subscriber and each beneficial person for whom it is contracting hereunder, may not receive information that would otherwise be required to be given under applicable Securities Laws; and (iv) the Corporation is relieved from certain obligations that would otherwise apply under applicable Securities Laws. (j) The Subscriber, and each beneficial person for whom it is contracting hereunder, is responsible for obtaining such legal, investment, tax and other professional advice as it considers appropriate in connection with the execution, delivery and performance of this Subscription Agreement and the transactions contemplated under this Subscription Agreement (including the resale and transfer restrictions referred to herein), and, without limiting the generality of the foregoing: (i) the Corporation’s counsel are acting solely as counsel to the Corporation and not as counsel to the Subscriber; (ii) the Agents and U.S. Agents’ counsel are acting solely as counsel to the Agents and the U.S. Agents and not as counsel to the Subscriber; and (iii) the Agents and U.S. Agents are acting solely as financial advisor to, and agent of, the Corporation and not as financial advisor to the Subscriber, or as agent of, the Subscriber, except insofar as is necessary at the Closing to deliver payment for the Purchased Shares to the Corporation on behalf of the Subscriber and to accept and deliver the Purchased Shares to the Subscriber after the Closing. (k) There are risks associated with the purchase of the Purchased Shares. (l) The funds which will be advanced by the Subscriber hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) Act (Canada) (the “PCMLA”) and the Subscriber acknowledges that the Corporation may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLA. To the best of its knowledge none of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States, or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber. The Subscriber shall promptly notify the Corporation if the Subscriber discovers that any of such representations ceases to be true, and to provide the Corporation with appropriate information in connection therewith. (m) The Subscriber and any others for whom it is contracting hereunderhereunder acknowledge that the sale of the Purchased Shares was not as a result of any form of general solicitation or advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, including electronic display and the Internet. (n) has been advised to consult The Subscriber, and each beneficial purchaser for whom it is contracting herewith, is solely responsible for its own legal advisors with respect to due diligence investigation of the Corporation and its business, for its own analysis of the merits and risks of an its investment in the Purchased Shares made pursuant to this Subscription Agreement and for its own analysis of the terms of its investment. (o) The Subscriber acknowledges that purchasing, holding and disposing of the Purchased Shares may have tax consequences to the Subscriber and any beneficial purchaser under the laws of Canada and the applicable resale restrictions and it (United States. These tax consequences are not intended to be described in this Subscription Agreement or others for whom it is contracting hereunder) is solely responsible, and neither the Issuer, Aton Securities, Inc. nor Xxxxx X. Xxxxxxxx, Esq. is in any way responsible, for compliance with applicable resale restrictions; (g) document made available to the knowledge of the SubscriberSubscriber in connection herewith, the sale of the Shares was not accompanied by any advertisement or solicited in any manner in contravention of applicable 1933 Act or other applicable securities laws; (h) the offer made by this subscription is irrevocable and requires acceptance by the Issuer; (i) the subscription is not enforceable by the Subscriber unless it has been accepted by the Issuer and the Subscriber waives any requirement on the Issuer's behalf to communicate acceptance of this subscription to the Subscriber; (j) no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment of, not have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the Shares; (k) the Shares are speculative investments which involved a substantial degree of risk; (l) the Subscriber has had access to and has received all such information concerning the Issuer acknowledges that the Subscriber has considered necessary is solely responsible for determining the tax consequences of its investment in connection with the Subscriber's investment decision; (m) Purchased Shares, and the Subscriber confirms that he/she/it is not a Corporation, the Agents and the U.S. Person or acting or on behalf of a U.S. Person; and (n) the Issuer will rely on the acknowledgments, representations and warranties made herein or otherwise provided by the Subscriber to the Issuer in completing the sale and issue of the Shares to the SubscriberAgents have no responsibility therefor.

Acknowledgments of the Subscriber. 1.1 The Subscriber hereby acknowledges and agrees for the benefit covenants that, as of the Issuer thatdate of execution of this Subscription Agreement and as at the Closing Time: (a) its decision to execute this subscription and purchase of the Shares agreed are being offered for sale only on a ‘private placement’ basis and the Company has advised the Subscriber that the Company is relying on exemptions (and such sales are conditional upon the existence of such exemptions or the receipt of such orders, consents and approvals as are necessary to make such sales exempt) from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Securities Laws and, as a consequence of acquiring securities pursuant to these exemptions: (i) certain protections, rights and remedies applicable to offerings by way of prospectus provided by such securities legislation will not be purchased hereunder has available to the Subscriber, (ii) information that would otherwise be provided to the Subscriber under such securities legislation will not been based upon any oral or written representation or warranty as be provided to fact or it, and (iii) the Company is relieved from various obligations under such securities legislation that would otherwise made by or on behalf of the Issuer, and that its decision is based entirely upon its review of the Public Record and Confidential Private Offering Memorandum in connection with the Offering;apply to it. (b) the Subscriber, if relying on the Offering Memorandum exemption (Schedule B) has received a copy of the Offering Memorandum and has been afforded the full opportunity to review the Offering Memorandum. (c) The Subscriber is solely responsible, at its own expense, for obtaining such tax, investment, legal and other professional advice as it considers appropriate in connection with this Subscription Agreement and the purchase of the Shares; (d) the Company is entitled to rely on the statements and answers of the Subscriber contained in this Subscription Agreement and the Subscriber will hold the Company harmless from any loss or damage it may suffer as a result from the Subscriber’s failure to correctly complete this Subscription Agreement; (e) there are restrictions on the Subscriber’s ability to resell the Shares, and the Subscriber has (or others for whom it is contracting hereunder have) been advised to consult their own legal advisers with respect to applicable resale restrictions, and it is the responsibility of the Subscriber (and others for whom it is contracting hereunder) to find out what those restrictions are and to comply with the applicable resale restrictions before selling the Shares (and the Company is not in any way responsible for compliance with the applicable resale restrictions); (f) the Subscriber has been independently advised as to the applicable hold period imposed in respect of the Shares by the securities legislation in the jurisdiction in which it resides, and confirms that no Securities Commission representation has been made respecting the applicable hold periods for the Shares and that it is aware of the risks and other characteristics of the Shares and of the fact that the Subscriber may not resell the Shares except in accordance with applicable securities legislation and regulatory policy until expiry of the applicable hold period and compliance with the other requirements of applicable law; (g) the Subscriber acknowledges that certificates representing the Shares will contain legends denoting the applicable resale restrictions and that there is no government or other insurance covering the Shares; (h) this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company and the Company may, in its sole discretion, elect not to accept the subscription from the Subscriber and will return, without interest or deduction, the funds received from the Subscriber in respect of the Subscription Funds; (i) this Subscription Agreement has been entered into by the Subscriber for valuable consideration and may not be revoked or withdrawn by the Subscriber except pursuant to the right of cancellation set out under the “Purchasers’ Rights” section in the Offering Memorandum and it is not assignable by the Subscriber without the written consent of the Company, which consent may be unreasonably withheld; (j) the Company is not in the business of trading securities or advising on securities, and is not registered under any securities legislation for the purposes of selling the Shares; (k) no securities commission or similar regulatory authority has reviewed or passed on the merits of the SharesShares or, if provided, the Offering Memorandum,; (cl) the Issuer is Subscriber understands that any anticipated federal or provincial income tax benefits of a U.S. publicly traded company, but is not a "reporting issuer" in any foreign jurisdictionmortgage investment corporation may be adversely affected by the adoption of new laws or interpretations or amendments to existing laws or regulations; (dm) there is no government or other insurance covering the Shares; (en) there are restrictions on risks associated with the Subscriber's ability to resell the Shares and it is the responsibility purchase of the Subscriber to find out what those restrictions are and to comply with them before selling the Shares; (fo) it (the Company has not advised, recommended or others for whom it is contracting hereunder) has been advised to consult its own legal advisors with respect otherwise represented to the merits and risks of an investment in Subscriber that the Shares and the applicable resale restrictions and it (or others for whom it is contracting hereunder) is solely responsible, and neither the Issuer, Aton Securities, Inc. nor Xxxxx X. Xxxxxxxx, Esq. is in any way responsible, for compliance with applicable resale restrictions; (g) are suitable to the knowledge of the Subscriber, with regard to the sale of the Shares was not accompanied by any advertisement or solicited in any manner in contravention of applicable 1933 Act or other applicable securities laws; (h) the offer made by this subscription is irrevocable and requires acceptance by the Issuer;Subscriber’s: (i) the subscription is not enforceable by investment needs and objectives; (ii) financial circumstances, or (iii) risk tolerance; (p) the Subscriber acknowledges that the Shares will not be listed for trading on any stock exchange and the Company is not, and may never be, a reporting issuer in any province, territory or jurisdiction of Canada and there currently is no public market for any of the securities of the Company, including the Shares, and one may never develop; (q) the Subscriber acknowledges that the Shares have not been registered under the U.S. Securities Act or the securities laws of any state in the United States or any jurisdiction outside Canada, and may not be offered or sold in the United States or to a U.S. Person or in any other jurisdiction outside Canada unless it has been accepted by the Issuer an exemption from such registration requirements is available, and the Subscriber waives understands that the Company has no obligation or present intention of filing a registration statement under the U.S. Securities Act or any requirement on the Issuer's behalf to communicate acceptance state securities laws or any applicable securities laws of this subscription to the Subscriber; (j) no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment of, not have any such agencies or governmental authorities made any recommendation or endorsement with jurisdiction outside Canada in respect to, of the Shares; (k) the Shares are speculative investments which involved a substantial degree of risk; (lr) the Subscriber has had access to is solely responsible for obtaining such legal, tax and has received all such information concerning the Issuer that the Subscriber has considered necessary other advice as is appropriate in connection with the Subscriber's investment decision; (m) execution, delivery and performance of this Subscription Agreement and the transactions contemplated hereunder, and the Company’s legal counsel, Xxx & Xxxxxx, are acting solely for the Company in connection with the Offering by way of private placement and the Subscriber confirms that he/she/it is may not a U.S. Person or acting or on behalf of a U.S. Personrely upon such counsel in any respect; and (ns) the Issuer will rely on the acknowledgments, representations and warranties made herein or otherwise provided by the Subscriber this subscription is subject to the Issuer in completing the sale and issue acceptance of the Shares to the SubscriberCompany.

Acknowledgments of the Subscriber. 1.1 The Subscriber hereby Subscriber, on its own behalf and, if applicable, on behalf of others for whom it is acting hereunder, acknowledges and agrees for the benefit of the Issuer thatas follows: (a) its decision to execute this subscription and purchase The Subscriber has reviewed a copy of the Shares agreed to be purchased hereunder has not been based upon any oral or written representation or warranty Term Sheet attached as to fact or otherwise made by or on behalf Schedule “A” setting out the principal terms of the Issuer, and that its decision is based entirely upon its review of the Public Record and Confidential Private Offering Memorandum in connection with the Offering;. (b) no Securities Commission No securities commission, agency, governmental authority, regulatory body, stock exchange or similar regulatory authority has reviewed reviewed, passed, made any finding or passed determination, or recommended or endorsed on the merits of the Purchased Shares;. (c) the Issuer is a U.S. publicly traded company, but is not a "reporting issuer" in any foreign jurisdiction; (d) there is no insurance covering the Shares; (e) there There are restrictions on the Subscriber's ’s ability to resell the Purchased Shares and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Purchased Shares;. (d) The Purchased Shares shall be subject to statutory resale restrictions under the Securities Laws of the jurisdiction in which the Subscriber resides and under other applicable securities laws, and the Subscriber covenants that it will not resell the Purchased Shares except in compliance with such laws and the Subscriber acknowledges that it is solely responsible (and neither the Corporation nor the Agents are in any way responsible) for such compliance. (e) The Subscriber’s ability to transfer the Purchased Shares is limited by, among other things, applicable Securities Laws. (f) The certificates representing the Purchased Shares will bear, as of the Closing Date, legends substantially in the following form and with the necessary information inserted: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE <INSERT DATE THAT IS FOUR (4) MONTHS AND ONE DAY AFTER THE DATE OF ISSUANCE>.” “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (THE “U.S. SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATES, AND MAY NOT BE OFFERED, SOLD OR (g) The Agents and/or their affiliates and their respective directors, officers, employees, agents and representatives, including legal counsel, assume no responsibility or liability of any nature whatsoever for the accuracy or adequacy of any such publicly available information concerning the Corporation or as to whether all information concerning the Corporation that is required to be disclosed or filed by the Corporation under the Securities Laws has been so disclosed or filed. (h) The Subscriber, and each beneficial person for whom it is contracting hereunder, shall execute, deliver, file and otherwise assist the Corporation and Westwind with filing all documentation required by the applicable Securities Laws to permit the subscription for the Purchased Shares and the issuance of the Purchased Shares. (i) The Corporation is relying on an exemption from the requirement to provide the Subscriber with a prospectus under the Securities Laws and as a consequence of acquiring the Purchased Shares pursuant to such exemption: (i) certain protections, rights and remedies provided by applicable Securities Laws, including statutory rights of rescission and certain statutory remedies against an issuer, underwriters, auditors, directors and officers that are available to investors who acquire securities offered by a prospectus, will not be available to the Subscriber and each beneficial person for whom it is contracting hereunder, or, if applicable, others for whom you are contracting hereunder; (ii) the common law may not provide investors with an adequate remedy in the event that they suffer investment losses in connection with securities acquired in a private placement; (iii) the Subscriber and each beneficial person for whom it is contracting hereunder, may not receive information that would otherwise be required to be given under applicable Securities Laws; and (iv) the Corporation is relieved from certain obligations that would otherwise apply under applicable Securities Laws. (j) The Subscriber, and each beneficial person for whom it is contracting hereunder, is responsible for obtaining such legal, investment, tax and other professional advice as it considers appropriate in connection with the execution, delivery and performance of this Subscription Agreement and the transactions contemplated under this Subscription Agreement (including the resale and transfer restrictions referred to herein), and, without limiting the generality of the foregoing: (i) the Corporation counsel are acting solely as counsel to the Corporation and not as counsel to the Subscriber; (ii) the Agents’ counsel are acting solely as counsel to the Agents and not as counsel to the Subscriber; and (iii) the Agents are acting solely as financial advisor to, and agent of, the Corporation and not as financial advisor to the Subscriber, or as agent of, the Subscriber, except insofar as is necessary at the Closing to deliver payment for the Purchased Shares to the Corporation and to accept and deliver the Purchased Shares to the Subscriber after the Closing. (k) There are risks associated with the purchase of the Purchased Shares. (l) The funds which will be advanced by the Subscriber to Westwind hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) Act (Canada) (the “PCMLA”) and the Subscriber acknowledges that the Corporation may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLA. To the best of its knowledge (a) none of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States, or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber, and (b) it shall promptly notify the Corporation if the Subscriber discovers that any of such representations ceases to be true, and to provide the Corporation with appropriate information in connection therewith. (m) The Subscriber and any others for whom it is contracting hereunder) has been advised to consult its own legal advisors with respect to the merits and risks of an investment in the Shares and the applicable resale restrictions and it (or others for whom it is contracting hereunder) is solely responsible, and neither the Issuer, Aton Securities, Inc. nor Xxxxx X. Xxxxxxxx, Esq. is in any way responsible, for compliance with applicable resale restrictions; (g) to the knowledge of the Subscriber, hereunder acknowledge that the sale of the Purchased Shares was not accompanied by any advertisement in printed media of general and regular paid circulation including printed public media, radio, television or solicited in any manner in contravention of applicable 1933 Act or other applicable securities laws; (h) the offer made by this subscription is irrevocable and requires acceptance by the Issuer; (i) the subscription is not enforceable by the Subscriber unless it has been accepted by the Issuer telecommunications, including electronic display and the Subscriber waives any requirement on the Issuer's behalf to communicate acceptance of this subscription to the Subscriber; (j) no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment of, not have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the Shares; (k) the Shares are speculative investments which involved a substantial degree of risk; (l) the Subscriber has had access to and has received all such information concerning the Issuer that the Subscriber has considered necessary in connection with the Subscriber's investment decision; (m) the Subscriber confirms that he/she/it is not a U.S. Person or acting or on behalf of a U.S. Person; andInternet. (n) the Issuer will rely on the acknowledgmentsThe Subscriber, representations and warranties made herein or otherwise provided by the Subscriber to the Issuer in completing the sale and issue each beneficial purchaser for whom it is contracting herewith, is solely responsible for its own due diligence investigation of the Corporation and its business, for its own analysis of the merits and risks of its investment in the Purchased Shares made pursuant to this Subscription Agreement and for its own analysis of the terms of its investment. (o) The Subscriber, and each beneficial purchaser for whom it is contracting herewith, is not relying upon the Agents to conduct any due diligence investigation on its behalf concerning the Offering or the Corporation’s business, management, financial position, condition or prospects.

Acknowledgments of the Subscriber. 1.1 The Subscriber hereby Subscriber, on its own behalf and, if applicable, on behalf of others for whom it is acting hereunder, acknowledges and agrees for the benefit of the Issuer thatas follows: (a) its decision to execute this subscription and purchase The Subscriber has reviewed a copy of the Shares agreed to be purchased hereunder has not been based upon any oral or written representation or warranty Term Sheet attached as to fact or otherwise made by or on behalf Schedule “A” setting out the principal terms of the Issuer, and that its decision is based entirely upon its review of the Public Record and Confidential Private Offering Memorandum in connection with the Offering;. (b) no Securities Commission No securities commission, agency, governmental authority, regulatory body, stock exchange or similar regulatory authority has reviewed reviewed, passed, made any finding or passed determination, or recommended or endorsed on the merits of the Purchased Shares;. (c) the Issuer is a U.S. publicly traded company, but is not a "reporting issuer" in any foreign jurisdiction; (d) there is no insurance covering the Shares; (e) there There are restrictions on the Subscriber's ’s ability to resell the Purchased Shares and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Purchased Shares;. (d) The Purchased Shares shall be subject to statutory resale restrictions under the Securities Laws of the jurisdiction in which the Subscriber resides and under other applicable securities laws, and the Subscriber covenants that it will not resell the Purchased Shares except in compliance with such laws and the Subscriber acknowledges that it is solely responsible (and neither the Corporation nor the Agent are in any way responsible) for such compliance. (e) The Subscriber’s ability to transfer the Purchased Shares is limited by, among other things, applicable Securities Laws. (f) The certificates representing the Purchased Shares will bear, as of the Closing Date, legends substantially in the following form and with the necessary information inserted: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE <INSERT DATE THAT IS FOUR (4) MONTHS AND ONE (1) DAY AFTER DATE OF ISSUANCE>.” “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (THE “U.S. SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATES, AND MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (C) WITH THE PRIOR WRITTEN CONSENT OF THE CORPORATION, PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.” (g) The Agent and/or its affiliates and their respective directors, officers, employees, agents and representatives, including legal counsel, assume no responsibility or liability of any nature whatsoever for the accuracy or adequacy of any such publicly available information concerning the Corporation or as to whether all information concerning the Corporation that is required to be disclosed or filed by the Corporation under the Securities Laws has been so disclosed or filed. (h) The Subscriber, and each beneficial person for whom it is contracting hereunder, shall execute, deliver, file and otherwise assist the Corporation and the Agent with filing all documentation required by the applicable Securities Laws to permit the subscription for the Purchased Shares and the issuance of the Purchased Shares. (i) The Corporation is relying on an exemption from the requirement to provide the Subscriber with a prospectus under the Securities Laws and as a consequence of acquiring the Purchased Shares pursuant to such exemption: (i) certain protections, rights and remedies provided by applicable Securities Laws, including statutory rights of rescission and certain statutory remedies against an issuer, underwriters, auditors, directors and officers that are available to investors who acquire securities offered by a prospectus, will not be available to the Subscriber and each beneficial person for whom it is contracting hereunder, or, if applicable, others for whom you are contracting hereunder; (ii) the common law may not provide investors with an adequate remedy in the event that they suffer investment losses in connection with securities acquired in a private placement; (iii) the Subscriber and each beneficial person for whom it is contracting hereunder, may not receive information that would otherwise be required to be given under applicable Securities Laws; and (iv) the Corporation is relieved from certain obligations that would otherwise apply under applicable Securities Laws. (j) The Subscriber, and each beneficial person for whom it is contracting hereunder, is responsible for obtaining such legal, investment, tax and other professional advice as it considers appropriate in connection with the execution, delivery and performance of this Subscription Agreement and the transactions contemplated under this Subscription Agreement (including the resale and transfer restrictions referred to herein), and, without limiting the generality of the foregoing: (i) the Corporation’s counsel are acting solely as counsel to the Corporation and not as counsel to the Subscriber; (ii) the Agent’s counsel are acting solely as counsel to the Agent and not as counsel to the Subscriber; and (iii) the Agent is acting solely as financial advisor to, and agent of, the Corporation and not as financial advisor to the Subscriber, or as agent of, the Subscriber, except insofar as is necessary at the Closing to deliver payment for the Purchased Shares to the Corporation on behalf of the Subscriber and to accept and deliver the Purchased Shares to the Subscriber after the Closing. (k) There are risks associated with the purchase of the Purchased Shares. (l) The funds which will be advanced by the Subscriber to the Agent hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) Act (Canada) (the “PCMLA”) and the Subscriber acknowledges that the Corporation may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLA. To the best of its knowledge (a) none of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States, or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber, and (b) it shall promptly notify the Corporation if the Subscriber discovers that any of such representations ceases to be true, and to provide the Corporation with appropriate information in connection therewith. (m) The Subscriber and any others for whom it is contracting hereunder) has been advised to consult its own legal advisors with respect to the merits and risks of an investment in the Shares and the applicable resale restrictions and it (or others for whom it is contracting hereunder) is solely responsible, and neither the Issuer, Aton Securities, Inc. nor Xxxxx X. Xxxxxxxx, Esq. is in any way responsible, for compliance with applicable resale restrictions; (g) to the knowledge of the Subscriber, hereunder acknowledge that the sale of the Purchased Shares was not accompanied by any advertisement in printed media of general and regular paid circulation including printed public media, radio, television or solicited in any manner in contravention of applicable 1933 Act or other applicable securities laws; (h) the offer made by this subscription is irrevocable and requires acceptance by the Issuer; (i) the subscription is not enforceable by the Subscriber unless it has been accepted by the Issuer telecommunications, including electronic display and the Subscriber waives any requirement on the Issuer's behalf to communicate acceptance of this subscription to the Subscriber; (j) no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment of, not have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the Shares; (k) the Shares are speculative investments which involved a substantial degree of risk; (l) the Subscriber has had access to and has received all such information concerning the Issuer that the Subscriber has considered necessary in connection with the Subscriber's investment decision; (m) the Subscriber confirms that he/she/it is not a U.S. Person or acting or on behalf of a U.S. Person; andInternet. (n) the Issuer will rely on the acknowledgmentsThe Subscriber, representations and warranties made herein or otherwise provided by the Subscriber to the Issuer in completing the sale and issue each beneficial purchaser for whom it is contracting herewith, is solely responsible for its own due diligence investigation of the Corporation and its business, for its own analysis of the merits and risks of its investment in the Purchased Shares made pursuant to this Subscription Agreement and for its own analysis of the Subscriberterms of its investment.

Acknowledgments of the Subscriber. 1.1 The Subscriber hereby acknowledges and agrees for the benefit of the Issuer that: (a) its decision to execute this subscription The offer, sale and purchase issuance of the Subscribed Shares agreed to is exempt from the prospectus requirements of Applicable Securities Laws and, as a result: (i) the Subscriber may not receive information that would otherwise be purchased hereunder has not been based upon any oral required under Applicable Securities Laws or written representation or warranty as to fact or otherwise made by or on behalf of the Issuerbe contained in a prospectus prepared in accordance with Applicable Securities Laws, and (ii) the Corporation is relieved from certain obligations that its decision is based entirely upon its review of the Public Record and Confidential Private Offering Memorandum in connection with the Offeringwould otherwise apply under Applicable Securities Laws; (b) no Securities Commission or similar regulatory authority has reviewed or passed on the merits of the Shares; (c) the Issuer is a U.S. publicly traded company, but is not a "reporting issuer" in any foreign jurisdiction; (d) there is no insurance covering the Shares; (e) there are restrictions on the Subscriber's ability to resell the Shares and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Shares; (f) it (or others for whom it is contracting hereunder) No prospectus has been advised to consult its own legal advisors filed with respect to any Regulator in connection with the merits Offering and risks of an investment in the Shares and the applicable resale restrictions and it (or others for whom it is contracting hereunder) is solely responsible, and neither the Issuer, Aton Securities, Inc. nor Xxxxx X. Xxxxxxxx, Esq. is in any way responsible, for compliance with applicable resale restrictions; (g) to the knowledge of the Subscriber, the sale of the Shares was not accompanied by any advertisement or solicited in any manner in contravention of applicable 1933 Act or other applicable securities laws; (h) the offer made by this subscription is irrevocable and requires acceptance by the Issuer; (i) the subscription is not enforceable by the Subscriber unless it has been accepted by the Issuer and the Subscriber waives any requirement on the Issuer's behalf to communicate acceptance of this subscription to the Subscriber; (j) no agency, governmental authority, regulatory body, stock exchange or other entity Regulator has made any finding or determination as to the merit for investment ofin, not have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the Subscribed Shares; (kc) The Corporation is required to file a report of trade with all applicable Regulators containing personal information about the Subscriber, which will include the full name, residential address and telephone number of the Subscriber, the number and type of Subscribed Shares purchased, the total purchase price paid for such Subscribed Shares, the date of the Closing and the prospectus exemption relied upon under Applicable Securities Laws to complete such purchase, and the Corporation may also be required pursuant to Applicable Securities Laws to file this Agreement on SEDAR; and by completing this Agreement, the Subscriber authorizes the indirect collection of the information described in this Section 5(c) by all applicable Regulators and consents to the disclosure of such information to the public through (i) the Shares are speculative investments which involved filing of a substantial degree report of risktrade with all applicable Regulators and (ii) the filing of this Agreement on SEDAR; (ld) The Subscribed Shares are being offered on a “private placement” basis and are listed and quoted for trading on the Subscriber has had access facilities of the Exchange and will be subject to and has received all such information concerning the Issuer that the Subscriber has considered necessary in connection with the Subscriber's investment decisionresale restrictions under Applicable Securities Laws; (me) The certificate representing the Subscriber confirms that he/she/it is not Subscribed Shares (and any replacement certificate issued prior to the expiration of the applicable hold periods), if any, will bear a U.S. Person or acting or on behalf of a U.S. Person; andlegend in accordance with Applicable Securities Laws: (nf) The certificate representing the Issuer Subscribed Shares (and any replacement certificate issued prior to the expiration of the applicable hold periods) will rely on bear a legend substantially in the acknowledgments, representations and warranties made herein or otherwise provided form of the following legend as required by the Subscriber to the Issuer in completing the sale and issue of the Shares to the Subscriber.Exchange:

Acknowledgments of the Subscriber. 1.1 The Subscriber hereby Subscriber, on its own behalf and, if applicable, on behalf of any Disclosed Beneficial Subscriber, acknowledges and agrees for the benefit of the Issuer that: (a) its decision to execute this subscription and purchase of the Shares agreed to be purchased hereunder has not been based upon any oral or written representation or warranty as to fact or otherwise made by or on behalf of the IssuerAN INVESTMENT IN THE SECURITIES IS NOT WITHOUT RISK AND THE SUBSCRIBER (AND ANY DISCLOSED BENEFICIAL SUBSCRIBER) MAY LOSE HIS, and that its decision is based entirely upon its review of the Public Record and Confidential Private Offering Memorandum in connection with the OfferingHER OR ITS ENTIRE INVESTMENT; (b) no Securities Commission or similar regulatory authority has reviewed or passed on The Corporation may complete additional financings in the merits future in order to develop the business of the SharesCorporation and fund its ongoing development, and such future financings may have a dilutive effect on current securityholders of the Corporation, including the Subscriber but there is no assurance that such financing will be available, on reasonable terms or at all, and if not available, the Corporation may be unable to fund its ongoing development; (c) The Corporation has the Issuer right to accept or reject the Subscriber's subscription in whole but not in part. If the subscription is a U.S. publicly traded companyrejected all of the aggregate Subscription Price will be promptly delivered to the Subscriber at the address of the Subscriber set forth on the second page of this Agreement, but is not a "reporting issuer" in without any foreign jurisdictiondeduction or interest; (d) there The offer, sale and issuance of the Securities is no insurance covering exempt from the Sharesprospectus and registration requirements of Applicable Securities Laws and, as a result: (i) the Subscriber may not receive information that would otherwise be required under Applicable Securities Laws or be contained in a prospectus or registration statement prepared in accordance with Applicable Securities Laws, (ii) the Subscriber is restricted from using most of the protections, rights and remedies available under Applicable Securities Laws, including certain statutory rights of rescission or damages, and (iii) the Corporation is relieved from certain obligations that would otherwise apply under Applicable Securities Laws; (e) there are restrictions on There is no government or other insurance covering the Subscriber's ability to resell the Shares and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the SharesSecurities; (f) it (No prospectus or others for whom it is contracting hereunder) registration statement has been advised to consult its own legal advisors filed with respect to any Regulator in connection with the merits Offering and risks of an investment in the Shares and the applicable resale restrictions and it (or others for whom it is contracting hereunder) is solely responsible, and neither the Issuer, Aton Securities, Inc. nor Xxxxx X. Xxxxxxxx, Esq. is in any way responsible, for compliance with applicable resale restrictions; (g) to the knowledge of the Subscriber, the sale of the Shares was not accompanied by any advertisement or solicited in any manner in contravention of applicable 1933 Act or other applicable securities laws; (h) the offer made by this subscription is irrevocable and requires acceptance by the Issuer; (i) the subscription is not enforceable by the Subscriber unless it has been accepted by the Issuer and the Subscriber waives any requirement on the Issuer's behalf to communicate acceptance of this subscription to the Subscriber; (j) no agency, governmental authority, regulatory body, stock exchange or other entity Regulator has made any finding or determination as to the merit for investment ofin, not have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the SharesSecurities; (g) The Corporation's legal counsel is acting as legal counsel to the Corporation, and not as legal counsel to the Subscriber, and all costs and expenses incurred by the Subscriber (including any fees and disbursements of any counsel retained by the Subscriber) relating to the purchase of the Securities shall be borne by the Subscriber; (h) The Securities have not been and will not be registered under the U.S. Securities Act, or any state securities laws and the Securities may not be offered or sold in the United States or to a U.S. person except in compliance with the requirements of an exemption from registration under the U.S. Securities Act and any applicable state securities laws; (i) The Corporation is required to file a report of trade with all applicable Regulators containing personal information about the Subscriber and, if applicable, any Disclosed Beneficial Purchasers of the Securities. This report of trade will include the full name, residential address and telephone number of the Subscriber or Disclosed Beneficial Purchaser, the number and type of Securities purchased, the total purchase price paid for such Securities, the date of the Closing and the prospectus exemption relied upon under Applicable Securities Laws to complete such purchase. In Ontario, this information is collected indirectly by the Ontario Securities Commission under the authority granted to it under, and for the purposes of the administration and enforcement of, the securities legislation in Ontario. The Subscriber may contact the Administrative Support Clerk at the OSC at Xxxxx 0000, Xxx 00, 00 Xxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx, X0X 0X0 or by telephone at (000) 000-0000 for more information regarding the indirect collection of such information by the Ontario Securities Commission. The Corporation may also be required pursuant to Applicable Securities Laws to file this Agreement on SEDAR. By completing this Agreement, the Subscriber authorizes the indirect collection of the information described in this Section 4(i) by all applicable Regulators and consents to the disclosure of such information to the public through (i) the filing of a report of trade with all applicable Regulators and (ii) the filing of this Agreement on SEDAR. (j) The Subscriber further acknowledges and expressly consents to the collection, use and disclosure of personal information relating to the Subscriber (“Personal Information”), in accordance with the Personal Information Protection Act (British Columbia), as follows: (i) the Corporation may use Personal Information and disclose Personal Information to intermediaries such as the Corporation’s legal counsel and withholding and/or transfer agents for the purposes of determining the Subscriber’s eligibility to invest in the Securities and for managing and administering the Subscriber’s investment in the Securities; (ii) if the Subscriber purchased securities through a registered dealer, the Corporation may disclose and collect such Personal Information relating to the Subscriber’s holding of the Securities to and from the dealer; (iii) the Corporation, its agents and advisors, may each collect, use and disclose Personal Information for the purposes of meeting legal, regulatory, self-regulatory, security and audit requirements (including any applicable tax, securities, money laundering or anti-terrorism legislation, rules or regulations) and as otherwise permitted or required by law, which disclosures may include disclosures to tax, securities or other regulatory or self-regulatory authorities in Canada and/or in foreign jurisdictions, if applicable, in connection with the regulatory oversight mandate of such authorities; (iv) the Corporation and its agents and advisors may use Personal Information and disclose Personal Information to parties connected with the proposed or actual transfer, sale, assignment, merger or amalgamation of the Corporation or its business or assets or similar transactions, for the purpose of permitting such parties to evaluate and/or proceed with and complete such transaction; and (v) Purchasers, assignees and successors of the Corporation or its business or assets may collect, use and disclose Personal Information as described in this Agreement; (k) The Securities are being offered on a "private placement" basis and are listed and quoted for trading on the Shares are speculative investments which involved facilities of the Exchange and will be subject to resale restrictions under Applicable Securities Laws and the rules of the Exchange, and the Corporation may make a substantial degree notation on its records or give instructions to any transfer agent of riskthe Securities in order to implement such resale restrictions; (l) The direct registration transaction advice representing the Subscriber has had access to Securities (and has received all such information concerning the Issuer that the Subscriber has considered necessary in connection with the Subscriber's investment decision; (m) the Subscriber confirms that he/she/it is not a U.S. Person any share certificate or acting or on behalf of a U.S. Person; and (n) the Issuer will rely on the acknowledgments, representations and warranties made herein or otherwise provided by the Subscriber replacement certificate issued prior to the Issuer in completing the sale and issue expiration of the Shares to applicable hold periods), if any, will bear a legend, substantially in the Subscriberfollowing form, in accordance with Applicable Securities Laws; "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE]. WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE]."

Acknowledgments of the Subscriber. 1.1 The Subscriber hereby Subscriber, on its own behalf and, if applicable, on behalf of each beneficial purchaser for whom it is acting, acknowledges and agrees for the benefit of the Issuer thatas follows: (a) its decision to execute this subscription and purchase The Subscriber has received a copy of the Shares agreed to be purchased hereunder has not been based upon any oral or written representation or warranty as to fact or otherwise made by or on behalf Term Sheet setting out the principal terms of the Issuer, and that its decision is based entirely upon its review of the Public Record and Confidential Private Offering Memorandum in connection with the Offering;. (b) no Securities Commission or similar regulatory authority has reviewed or passed on The Subscriber acknowledges that the merits aggregate gross proceeds of the Shares;Offering will be up to $7,750,000. The Subscriber further acknowledges that in addition to the Offering, the Corporation may issue Common Shares or Units to purchasers under non-brokered private placements. (c) the Issuer is a U.S. publicly traded companyNo securities commission, but is not a "reporting issuer" in any foreign jurisdiction; (d) there is no insurance covering the Shares; (e) there are restrictions on the Subscriber's ability to resell the Shares and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Shares; (f) it (or others for whom it is contracting hereunder) has been advised to consult its own legal advisors with respect to the merits and risks of an investment in the Shares and the applicable resale restrictions and it (or others for whom it is contracting hereunder) is solely responsible, and neither the Issuer, Aton Securities, Inc. nor Xxxxx X. Xxxxxxxx, Esq. is in any way responsible, for compliance with applicable resale restrictions; (g) to the knowledge of the Subscriber, the sale of the Shares was not accompanied by any advertisement or solicited in any manner in contravention of applicable 1933 Act or other applicable securities laws; (h) the offer made by this subscription is irrevocable and requires acceptance by the Issuer; (i) the subscription is not enforceable by the Subscriber unless it has been accepted by the Issuer and the Subscriber waives any requirement on the Issuer's behalf to communicate acceptance of this subscription to the Subscriber; (j) no agency, governmental authority, regulatory body, stock exchange or other entity regulatory body has made reviewed or passed on the merits of the Common Shares, the Warrants or the Warrant Shares. (d) The Common Shares and Warrants shall be, and the Warrant Shares may be, subject to statutory resale restrictions under the Securities Laws of the province in which the Subscriber resides and under other applicable securities laws, and the Subscriber covenants that it will not resell the Common Shares, Warrants or Warrant Shares except in compliance with such laws and the Subscriber acknowledges that it is solely responsible (and neither the Corporation nor the Agent are in any finding way responsible) for such compliance. (e) The Subscriber's ability to, transfer the Common Shares, Warrants and Warrant Shares is limited by, among other things, applicable Securities Laws. (f) The certificates representing the Common Shares and Warrants will bear, as of the Closing Date, legends substantially in the following form and with the necessary information inserted: (1) DAY AFTER CLOSING DATE>." (1) DAY AFTER THE CLOSING DATE>." (g) In the event that holders of Warrants exercise the Warrants prior to the expiry of the hold periods applicable to the Warrants, the Warrant Shares will bear legends substantially in the following form and with the necessary information inserted: (h) The Agent and/or its counsel, directors, officers, employees, agents and representatives assume no responsibility or determination liability of any nature whatsoever for the accuracy or adequacy of any such publicly available information concerning the Corporation or as to whether all information concerning the merit Corporation that is required to be disclosed or filed by the Corporation under the Securities Laws has been so disclosed or filed. (i) The Subscriber, and each beneficial purchaser for investment ofwhom it is acting shall execute, not have any such agencies deliver, file and otherwise assist the Corporation and the Agent with filing all documentation required by the applicable Securities Laws to permit the subscription for the Units and the issuance of the Common Shares, Warrants or governmental authorities made any recommendation or endorsement with respect toWarrant Shares as may be required. (h) (j) The Corporation is relying on the representations, warranties and covenants contained herein and in the applicable Schedules attached hereto to determine the Subscriber's eligibility to subscribe for the Units under applicable Securities Laws and other applicable securities laws and the Subscriber agrees to indemnify the Corporation, the Shares;Agent and each of their respective directors and officers against all losses, claims, costs, expenses, damages or liabilities which any of them may suffer or incur as a result of or arising from reliance thereon. The Subscriber undertakes to immediately notify the Corporation of any change in any statement or other information relating to the Subscriber set forth in such applicable Schedules which takes place prior to the Closing Time. (k) The Corporation is relying on an exemption from the requirement to provide the Subscriber with a prospectus under the Securities Laws and, as a consequence of acquiring the Common Shares, Warrants and Warrant Shares are speculative investments which involved a substantial degree pursuant to such exemption, certain protections, rights and remedies provided by the Securities Laws, including statutory rights of risk;rescission and/or damages, will not be available to the Subscriber. (l) The Common Shares, Warrants and the Subscriber has had access Warrant Shares are being offered pursuant to an exclusion from the registration requirements of the U.S. Securities Act pursuant to Regulation S promulgated thereunder. The Common Shares, Warrants and has received all the Warrant Shares have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States or to U.S. Purchasers unless registered under such information concerning act or an exemption from the Issuer that the Subscriber has considered necessary in connection with the Subscriber's investment decision;registration requirements of such act is available. (m) The Subscriber acknowledges that the Subscriber confirms that he/she/it is Warrants may not a U.S. Person or acting be exercised in the United States by or on behalf of a U.S. Person; andPurchaser, unless the Common Shares, Warrants and Warrant Shares are registered under the U.S. Securities Act and applicable state securities law or unless the Corporation has consented to such offer, sale or distribution and such exercise is made in accordance with an exemption from the registration requirements under the U.S. Securities Act and the securities laws of all applicable states of the United States. (n) The Subscriber, and each beneficial purchaser for whom it is acting, is responsible for obtaining such legal and tax advice as it considers appropriate in connection with the Issuer will rely on execution, delivery and performance of this Subscription Agreement and the acknowledgmentstransactions contemplated under this Subscription Agreement. (o) There is no government or other insurance covering the Common Shares, representations and warranties made herein Warrants, or otherwise provided by the Subscriber to Warrant Shares. (p) There are risks associated with the Issuer in completing the sale and issue purchase of the Shares to the SubscriberCommon Shares, Warrants, or Warrant Shares.

Acknowledgments of the Subscriber. 1.1 The Subscriber hereby Subscriber, on its own behalf and, if applicable, on behalf of others for whom it is acting hereunder, acknowledges and agrees for the benefit of the Issuer thatas follows: (a) its decision to execute this subscription and purchase The Subscriber has received a copy of the Shares agreed to be purchased hereunder has not been based upon any oral or written representation or warranty as to fact or otherwise made by or on behalf Term Sheet setting out the principal terms of the Issuer, and that its decision is based entirely upon its review of the Public Record and Confidential Private Offering Memorandum in connection with the Offering;. (b) no Securities Commission or similar regulatory authority has reviewed or passed on the merits of the Shares; (c) the Issuer is a U.S. publicly traded companyNo securities commission, but is not a "reporting issuer" in any foreign jurisdiction; (d) there is no insurance covering the Shares; (e) there are restrictions on the Subscriber's ability to resell the Shares and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Shares; (f) it (or others for whom it is contracting hereunder) has been advised to consult its own legal advisors with respect to the merits and risks of an investment in the Shares and the applicable resale restrictions and it (or others for whom it is contracting hereunder) is solely responsible, and neither the Issuer, Aton Securities, Inc. nor Xxxxx X. Xxxxxxxx, Esq. is in any way responsible, for compliance with applicable resale restrictions; (g) to the knowledge of the Subscriber, the sale of the Shares was not accompanied by any advertisement or solicited in any manner in contravention of applicable 1933 Act or other applicable securities laws; (h) the offer made by this subscription is irrevocable and requires acceptance by the Issuer; (i) the subscription is not enforceable by the Subscriber unless it has been accepted by the Issuer and the Subscriber waives any requirement on the Issuer's behalf to communicate acceptance of this subscription to the Subscriber; (j) no agency, governmental authority, regulatory body, stock exchange or other entity regulatory body has made reviewed or passed on the merits of the Common Shares, the Warrants or the Warrant Shares. (c) The Common Shares and Warrants shall be, and the Warrant Shares may be subject to statutory resale restrictions under the Securities Laws of the province in which the Subscriber resides and under other applicable securities laws, and the Subscriber covenants that it will not resell the Common Shares, Warrants or Warrant Shares except in compliance with such laws and the Subscriber acknowledges that it is solely responsible (and neither the Corporation nor the Agents are in any finding or determination way responsible) for such compliance. (d) The Subscriber’s ability to transfer the Common Shares, Warrants and Warrant Shares is limited by, among other things, applicable Securities Laws. (e) The certificates representing the Common Shares and Warrants will bear, as of the Closing Date, legends substantially in the following form and with the necessary information inserted: (1) DAY AFTER CLOSING DATE>.” (f) If holders of Warrants exercise the Warrants prior to the merit for investment of, not have any such agencies or governmental authorities made any recommendation or endorsement with respect toexpiry of the hold periods applicable to the Warrants, the Shares; (k) Warrant Shares will bear legends substantially in the Shares are speculative investments which involved a substantial degree of risk; (l) the Subscriber has had access to following form and has received all such information concerning the Issuer that the Subscriber has considered necessary in connection with the Subscriber's investment decision; (m) the Subscriber confirms that he/she/it is not a U.S. Person or acting or on behalf of a U.S. Person; and (n) the Issuer will rely on the acknowledgments, representations and warranties made herein or otherwise provided by the Subscriber to the Issuer in completing the sale and issue of the Shares to the Subscriber.necessary information inserted:

Acknowledgments of the Subscriber. 1.1 The Subscriber hereby Purchaser acknowledges and agrees for the benefit of the Issuer declares that: (a) its decision to execute this subscription and purchase of a. the Purchaser is aware that the Shares agreed to be purchased hereunder has have not been based upon any oral qualified under the Shares Act, R.S.B.C. 1996, c.418 (the "Act"), or written representation the Securities Rules (the "Rules") or warranty as to fact or otherwise made by or on behalf of the IssuerSecurities Regulation (the "Regulation") promulgated under the Act (collectively the Act, the Rules, and the Regulation shall be referred to as the "Legislation") for distribution to the public, that its decision is based entirely upon its review of no prospectus has been filed by the Public Record and Confidential Private Offering Memorandum Issuer under the Act in connection with the Offeringdistribution of the Shares, and that the Issuer is relying on exemptions from the registration and prospectus requirements of the Legislation in respect of the distribution of the Shares, and that as a result: i. the Purchaser is restricted from using most of the civil remedies available under the Legislation, ii. the Purchaser may not receive information that would be otherwise available to him under the Legislation in connection with his purchase of the Shares, and iii. the Purchaser is relieved from certain obligations that would otherwise apply under the Legislation; b. the Purchaser is aware that the Shares form a part of a private placement offering of up to an aggregate of 5,500,000 Shares by the Issuer, as more particularly described in the Offering Memorandum, and that there is no minimum subscription for such offering and therefore any subscription funds may be accepted and used by the Issuer; c. the Purchaser is aware and has been advised that his subscription funds will represent "risk" capital for the Issuer at a speculative stage of the development of the Issuer; d. no person has made to the Purchaser any written or oral representations: i. that any person will resell or repurchase the Shares, ii. that any person will refund the purchase price of the Shares except in accordance with this Agreement, or iii. as to the future price or value of the Shares; e. no information or representation concerning the Issuer has been provided to the Purchaser by the Issuer or the Agent other than those contained in this Agreement and in the Offering Memorandum, and that the Purchaser is relying entirely upon information or documents made available by the Issuer to make a decision to purchase the Shares subscribed for hereunder; f. there are restrictions on the ability of the Purchaser to resell the Shares and it is the responsibility of the Purchaser to find out what those restrictions are and to comply with them before selling the Shares and it is not the obligation of the Issuer or the Agent or their respective solicitors to keep the Purchaser informed in this regard and, without limiting the generality of the foregoing, the resale of the Shares will be subject to resale restrictions, including a hold period, which will make it very difficult if not impossible, to resell the Shares in British Columbia; g. where the sale of the Shares is exempted under paragraph (a), (b), or (c) of section 128 of the Rules or under section 76 of the Act in circumstances requiring delivery of an Offering Memorandum, the Purchaser has been provided with and has read and understood the offering memorandum of the Issuer (the "Offering Memorandum") prepared and delivered in connection with the sale of the Shares, and has based its decision to invest in the Issuer solely on the disclosure set out therein; h. the Issuer has recommended the Purchaser seek and obtain independent legal advice from the solicitor for the Purchaser with respect to this Agreement prior to its execution and has provided the Purchaser with sufficient opportunity to do so and the Purchaser further acknowledges that it understands the terms, and its rights and obligations under this Agreement; i. no Securities Commission securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares; (c) the Issuer is a U.S. publicly traded company, but is not a "reporting issuer" in any foreign jurisdiction; (d) j. there is no government or other insurance covering the Shares; (e) there are restrictions on the Subscriber's ability to resell the Shares and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Shares; (f) it (or others for whom it is contracting hereunder) has been advised to consult its own legal advisors with respect to the merits and risks of an investment in the Shares and the applicable resale restrictions and it (or others for whom it is contracting hereunder) is solely responsible, and neither the Issuer, Aton Securities, Inc. nor Xxxxx X. Xxxxxxxx, Esq. is in any way responsible, for compliance with applicable resale restrictions; (g) to the knowledge of the Subscriber, the sale of the Shares was not accompanied by any advertisement or solicited in any manner in contravention of applicable 1933 Act or other applicable securities laws; (h) the offer made by this subscription is irrevocable and requires acceptance by the Issuer; (i) the subscription is not enforceable by the Subscriber unless it has been accepted by the Issuer and the Subscriber waives any requirement on the Issuer's behalf to communicate acceptance of this subscription to the Subscriber; (j) no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment of, not have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the Shares; (k) the Shares are speculative investments which involved a substantial degree of risk; (l) the Subscriber has had access to and has received all such information concerning the Issuer that the Subscriber has considered necessary in connection with the Subscriber's investment decision; (m) the Subscriber confirms that he/she/it is not a U.S. Person or acting or on behalf of a U.S. Person; and (n) k. there are risks associated with the Issuer will rely on the acknowledgments, representations and warranties made herein or otherwise provided by the Subscriber to the Issuer in completing the sale and issue purchase of the Shares to the SubscriberShares.

Acknowledgments of the Subscriber. 1.1 The Subscriber hereby (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting hereunder, including each Beneficial Purchaser) acknowledges and agrees for the benefit of the Issuer thatas follows: (a) its decision to execute this subscription and purchase The Subscriber has received a copy of the Shares agreed to be purchased hereunder has not been based upon any oral or written representation or warranty as to fact or otherwise made by or on behalf Term Sheet setting out the principal terms of the Issuer, and Offering. (b) The Subscriber acknowledges that its decision is based entirely upon its review the aggregate gross proceeds of the Public Record and Confidential Private Offering Memorandum will be up to $6,000,000, subject to the Agent’s Option. (c) No prospectus has been filed with any Securities Regulators in connection with the Offering; (b) no Securities Commission or similar regulatory authority has reviewed or passed on the merits of the Shares; (c) the Issuer is a U.S. publicly traded company, but is not a "reporting issuer" in any foreign jurisdiction;. (d) there The Securities are being offered for sale only on a “private placement” basis and the sale and delivery of the Securities is no insurance covering conditional upon such sale being exempt from the Shares;requirements as to the filing of a prospectus or delivery of an offering memorandum or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum and, as a consequence: (i) it is restricted from using most civil remedies available under securities legislation; (ii) it may not receive information that would otherwise be required to be provided to it under securities legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under securities legislation. (e) there are restrictions on the Subscriber's ability to resell the Shares and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Shares; (f) it (or others for whom it is contracting hereunder) has been advised to consult its own legal advisors with respect to the merits and risks of an investment in the Shares and the applicable resale restrictions and it (or others for whom it is contracting hereunder) is solely responsibleNo securities commission, and neither the Issuer, Aton Securities, Inc. nor Xxxxx X. Xxxxxxxx, Esq. is in any way responsible, for compliance with applicable resale restrictions; (g) to the knowledge of the Subscriber, the sale of the Shares was not accompanied by any advertisement or solicited in any manner in contravention of applicable 1933 Act or other applicable securities laws; (h) the offer made by this subscription is irrevocable and requires acceptance by the Issuer; (i) the subscription is not enforceable by the Subscriber unless it has been accepted by the Issuer and the Subscriber waives any requirement on the Issuer's behalf to communicate acceptance of this subscription to the Subscriber; (j) no agency, governmental authority, regulatory body, stock exchange or other entity regulatory body has reviewed or passed on the merits of an investment in or endorsement of the Securities. (f) The subscription for the Warrants has not been made through or as a result of, and the distribution of the Warrants is not being accompanied by any finding advertisement, including without limitation in printed public media, radio, television or determination telecommunications, including electronic display, or as part of a general solicitation. (g) The Corporation may complete additional financings in the future in order to develop the business of the Corporation and fund its ongoing development, and such future financings may have a dilutive effect on current securityholders of the Corporation, including the Subscriber but there is no assurance that such financing will be available, on reasonable terms or at all, and if not available, the Corporation may be unable to fund its ongoing development. (h) The Securities have not been registered under the U.S. Securities Act, or any state securities laws and the Securities may not be offered or sold in the United States or to a U.S. person without registration under the U.S. Securities Act or except in compliance with the requirements of an exemption from registration under the U.S. Securities Act and any applicable state securities laws. (i) The Subscriber’s ability to transfer the Securities is limited by, among other things, the Securities Laws. (j) The certificates (and any replacement certificates issued prior to the merit for investment ofexpiration of the applicable hold periods or ownership statements issued under a direct registry system or other electronic book entry system) representing the Warrants and, not have any if issued prior to the Qualification Date, Flow-Through Common Shares, will bear, as of the Closing Date and until such agencies or governmental authorities made any recommendation or endorsement time as is no longer required, legends substantially in the following form and with respect tothe necessary information inserted: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS [four months and a day after the Shares;Closing Date].” (k) The certificates (and any replacement certificates issued prior to the Shares are speculative investments which involved expiration of the applicable hold periods or ownership statements issued under a substantial degree direct registry system or other electronic book entry system) representing the Flow-Through Common Shares, if issued prior to the Qualification Date, will bear, as of risk;the Closing Date and until such time as is no longer required, legend substantially in the following form and with the necessary information inserted: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX.” (l) The certificates (and any replacement certificates issued prior to the Subscriber has had access to expiration of the applicable hold periods or ownership statements issued under a direct registry system or other electronic book entry system) representing the Warrants and has received all Flow-Through Common Shares will bear, as of the Closing Date and until such information concerning time as is no longer required, legends substantially in the Issuer that the Subscriber has considered necessary in connection following form and with the Subscriber's investment decision;necessary information inserted: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE LAWS”). THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE LAWS, OR PURSUANT TO APPLICABLE EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS WHICH MAY INCLUDE SALE THROUGH A DESIGNATED OFFSHORE SECURITIES MARKET. FURTHER, UNLESS THE SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, THE SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THESE SECURITIES IN THE UNITED STATES IS PROHIBITED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S (RULE 901 THROUGH 905 AND THE PRELIMINARY NOTES) PROMULGATED UNDER THE SECURITIES ACT.” (m) The Corporation and the Agent are relying on the representations, warranties and covenants contained herein and in one of Schedule “A” or Schedule “B” attached hereto to determine the Subscriber’s eligibility to subscribe for the Warrants under the Securities Laws. The Subscriber undertakes to immediately notify the Corporation and the Agent of any change in any statement or other information relating to the Subscriber confirms that he/she/it is not a U.S. Person or acting or on behalf of a U.S. Person; andset forth in such Schedule which takes place prior to the Closing Time. (n) The Corporation is relying on an exemption from the Issuer will rely on requirement to provide the acknowledgmentsSubscriber with a prospectus under the Securities Laws and, representations as a consequence of acquiring the Securities pursuant to such exemption, certain information, protections, rights and warranties made herein or otherwise remedies provided by the Subscriber to the Issuer in completing the sale and issue of the Shares Securities Laws will not be available to the Subscriber. (o) The Subscriber, and each Beneficial Purchaser for whom it is contracting hereunder, has been encouraged to and should obtain independent legal, income tax and investment advise with respect to its subscription for Special Warrants and accordingly, has been independently advised as to the meaning of all terms contained herein relevant to the Subscriber for purposes of giving representations, warranties and covenants under this Subscription Agreement. (p) There is no government or other insurance covering the Securities. (q) There are risks associated with the purchase of the Securities and the Subscriber and any Beneficial Purchaser for whom it is acting may lose his, her or its entire investment. (r) The sale of the Warrants will not be qualified by a prospectus, such sale and issuance is subject to the condition that the Subscriber or (if applicable) each Beneficial Purchaser for whom it is acting, sign and return to the Corporation all relevant documentation required by the Securities Laws. (s) The Corporation may be required to provide the Securities Regulators with a list setting forth the identities of the Beneficial Purchasers of the Warrants. Notwithstanding that the Subscriber may be purchasing Warrants as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Corporation in order to comply with the foregoing.

Acknowledgments of the Subscriber. 1.1 The Subscriber understands, acknowledges and agrees with the Company as follows: a. Except as set forth in Sections 1 and 2 above, the Subscriber hereby acknowledges and agrees for that the benefit of subscription hereunder is irrevocable by the Issuer Subscriber, that: (a) its decision to execute this subscription and purchase of , except as required by law, the Shares agreed to be purchased hereunder has not been based upon any oral or written representation or warranty as to fact or otherwise made by or on behalf of the Issuer, and that its decision is based entirely upon its review of the Public Record and Confidential Private Offering Memorandum in connection with the Offering; (b) no Securities Commission or similar regulatory authority has reviewed or passed on the merits of the Shares; (c) the Issuer is a U.S. publicly traded company, but Subscriber is not a "reporting issuer" in entitled to cancel, terminate or revoke this Agreement or any foreign jurisdiction; (d) there is no insurance covering the Shares; (e) there are restrictions on the Subscriber's ability to resell the Shares and it is the responsibility agreements of the Subscriber to find out what those restrictions are hereunder. If the Subscriber is more than one person, the obligations of the Subscriber hereunder shall be joint and to comply with them before selling the Shares; (f) it (or others for whom it is contracting hereunder) has been advised to consult its own legal advisors with respect to the merits and risks of an investment in the Shares several and the applicable resale restrictions agreements, representations, warranties and it (or others for whom it is contracting hereunder) is solely responsible, and neither the Issuer, Aton Securities, Inc. nor Xxxxx X. Xxxxxxxx, Esq. is in any way responsible, for compliance with applicable resale restrictions; (g) acknowledgments herein contained shall be deemed to the knowledge of the Subscriber, the sale of the Shares was not accompanied by any advertisement or solicited in any manner in contravention of applicable 1933 Act or other applicable securities laws; (h) the offer be made by this subscription is irrevocable and requires acceptance by the Issuer;be binding upon each such person and such person's heirs, executors, administrators, successors, legal representatives and permitted assigns. (i) the subscription is not enforceable by the Subscriber unless it has been accepted by the Issuer and the Subscriber waives any requirement on the Issuer's behalf to communicate acceptance of this subscription to the Subscriber; (j) no agency, governmental authority, regulatory body, stock exchange b. No federal or other entity state agency has made any finding or determination as to the merit accuracy or adequacy of the information contained herein or otherwise or as to the fairness of the terms of the purchase and sale of the Shares for investment of, not have any such agencies or governmental authorities made nor any recommendation or endorsement with respect toof the investment in the Shares. c. The purchase and sale of the Shares is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) or 3(b) of the Securities Act, and, if applicable, in the sole judgment of the Company, the Shares; (k) provisions of Regulation D thereunder, which is in part dependent upon the Shares are speculative investments which involved a substantial degree truth, completeness and accuracy of risk; (l) the statements made by the Subscriber has had access to herein and has received all such information concerning the Issuer that the Subscriber has considered necessary in connection with the Subscriber's investment decision; (m) the Subscriber confirms that he/she/it is not a U.S. Person or acting or on behalf of a U.S. Person; and (n) the Issuer will rely on the acknowledgments, representations and warranties made herein or otherwise provided any other documents furnished by the Subscriber to the Issuer Company. d. It is understood that in completing order not to jeopardize the exempt status under Section 4(2) or 3(b) of the Securities Act of the purchase and sale and issue of the Shares and, if applicable, in the sole judgment of the Company, Regulation D thereunder, any transferee of the Shares (if such transfer is otherwise permitted hereunder) may, at a minimum, be required to fulfill the Subscriberinvestor suitability requirements thereunder. e. The representations, warranties and agreements of the Subscriber contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all respects on and as of the date of the sale of the Shares as if made on and as of such date and shall survive the execution and delivery of this Agreement and the purchase of the Shares. f. Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers or controlling persons of the Company, the Company has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable to such extent.

Acknowledgments of the Subscriber. 1.1 The Subscriber hereby acknowledges and agrees for the benefit of the Issuer that: (a) its decision to execute this subscription An investment in the Securities is not without risk and purchase of the Shares agreed to be purchased hereunder has not been based upon any oral or written representation or warranty as to fact or otherwise made by or on behalf of the IssuerSubscriber may lose HIS, and that its decision is based entirely upon its review of the Public Record and Confidential Private Offering Memorandum in connection with the OfferingHER OR ITS entire investment; (b) no Securities Commission or similar regulatory authority has reviewed or passed on the merits The offer, sale and issuance of the SharesSecurities is exempt from the registration requirements of Applicable Securities Laws and, as a result: (i) Subscriber must bear the economic risk of the investment indefinitely unless a subsequent disposition thereof is registered or exempted under the U.S. Securities Act and other Applicable Securities Laws, (ii) the Securities cannot be resold or transferred unless they are subsequently registered under the U.S. Securities Act and such applicable state securities laws or unless an exemption from such registration is available, (iii) the Corporation does not have any obligation or intention to register the Securities for resale under the U.S. Securities Act, any state securities laws or of supplying the information which may be necessary to enable Subscriber to sell Securities and that Subscriber has no right to require the registration of the Securities under the U.S. Securities Act, any state securities laws or other applicable securities regulations, and (iv) sales or transfers of Securities are further restricted by the provisions of the Documents; (c) the Issuer is a U.S. publicly traded company, but is not a "reporting issuer" in any foreign jurisdiction; (d) there is no insurance covering the Shares; (e) there are restrictions on the Subscriber's ability to resell the Shares and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Shares; (f) it (No prospectus or others for whom it is contracting hereunder) registration statement has been advised to consult its own legal advisors filed with respect to any Regulator in connection with the merits Offering and risks of an investment in the Shares and the applicable resale restrictions and it (or others for whom it is contracting hereunder) is solely responsible, and neither the Issuer, Aton Securities, Inc. nor Xxxxx X. Xxxxxxxx, Esq. is in any way responsible, for compliance with applicable resale restrictions; (g) to the knowledge of the Subscriber, the sale of the Shares was not accompanied by any advertisement or solicited in any manner in contravention of applicable 1933 Act or other applicable securities laws; (h) the offer made by this subscription is irrevocable and requires acceptance by the Issuer; (i) the subscription is not enforceable by the Subscriber unless it has been accepted by the Issuer and the Subscriber waives any requirement on the Issuer's behalf to communicate acceptance of this subscription to the Subscriber; (j) no agency, governmental authority, regulatory body, stock exchange or other entity Regulator has made any finding or determination as to the merit for investment ofin, not have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the SharesSecurities; (kd) The Securities have not been and will not be registered under the Shares United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and are speculative investments being offered and sold in transactions not subject to such registration requirements, and therefore the Securities may not be offered or sold in the United States of America, its territories and possessions, any state of the United States or the District of Columbia (collectively, the “United States”) or to, or for the account or benefit of, a “U.S. Person” (as that term is defined in Regulation S promulgated under the U.S. Securities Act, which involved definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a substantial degree U.S. Person and any partnership or company organized or incorporated under the laws of riskthe United States) or a person in the United States except in compliance with the requirements of an exemption from registration under the U.S. Securities Act and any applicable state securities laws; (le) The Corporation may be required to file reports with all applicable Regulators containing personal information about the Subscriber. Such reports will include the full name, residential address and telephone number of the Subscriber, the number and type of securities purchased, the total purchase price paid for such securities, the date of the Closing and the registration exemption relied upon under Applicable Securities Laws to complete such purchase. The Corporation may also be required pursuant to Applicable Securities Laws to file this Agreement on XXXXX. By completing this Agreement, the Subscriber authorizes the indirect collection of the information described in this Section 4(e) by all applicable Regulators and consents to the disclosure of such information to the public through (i) the Subscriber has had access to filing of reports with all applicable Regulators and has received all such information concerning (ii) the Issuer that the Subscriber has considered necessary in connection with the Subscriber's investment decisionfiling of this Agreement on XXXXX; (mf) The Subscribed Debentures are being offered on a “private placement” basis and the Subscriber confirms that he/she/it is Subscribed Debentures are not a U.S. Person and will not be listed on the NYSE or acting or on behalf of a U.S. Personany other stock exchange; and (ng) The certificates representing the Issuer will rely on Subscribed Debentures, and the acknowledgmentsDRS Advices, representations the DRS Advices representing the Establishment Fee Shares and warranties made herein or otherwise provided by the Subscriber Underlying Shares (and any replacement certificate issued prior to the Issuer in completing the sale and issue expiration of the Shares to applicable hold periods), if any, will bear the Subscriberfollowing legend in accordance with Applicable Securities Laws: “THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS REGULATION S, PURSUANT TO REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION; AND THAT HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.”

Acknowledgments of the Subscriber. 1.1 The Subscriber understands, acknowledges and agrees with the Company as follows: a. Except as set forth in Sections 1 and 2 above, the Subscriber hereby acknowledges and agrees for that the benefit of subscription hereunder is irrevocable by the Issuer Subscriber, that: (a) its decision to execute this subscription and purchase of , except as required by law, the Shares agreed to be purchased hereunder has not been based upon any oral or written representation or warranty as to fact or otherwise made by or on behalf of the Issuer, and that its decision is based entirely upon its review of the Public Record and Confidential Private Offering Memorandum in connection with the Offering; (b) no Securities Commission or similar regulatory authority has reviewed or passed on the merits of the Shares; (c) the Issuer is a U.S. publicly traded company, but Subscriber is not a "reporting issuer" in entitled to cancel, terminate or revoke this Agreement or any foreign jurisdiction; (d) there is no insurance covering the Shares; (e) there are restrictions on the Subscriber's ability to resell the Shares and it is the responsibility agreements of the Subscriber to find out what those restrictions are hereunder. If the Subscriber is more than one person, the obligations of the Subscriber hereunder shall be joint and to comply with them before selling the Shares; (f) it (or others for whom it is contracting hereunder) has been advised to consult its own legal advisors with respect to the merits and risks of an investment in the Shares several and the applicable resale restrictions agreements, representations, warranties and it (or others for whom it is contracting hereunder) is solely responsible, and neither the Issuer, Aton Securities, Inc. nor Xxxxx X. Xxxxxxxx, Esq. is in any way responsible, for compliance with applicable resale restrictions; (g) acknowledgments herein contained shall be deemed to the knowledge of the Subscriber, the sale of the Shares was not accompanied by any advertisement or solicited in any manner in contravention of applicable 1933 Act or other applicable securities laws; (h) the offer be made by this subscription is irrevocable and requires acceptance by the Issuer;be binding upon each such person and such person's heirs, executors, administrators, successors, legal representatives and permitted assigns. (i) the subscription is not enforceable by the Subscriber unless it has been accepted by the Issuer and the Subscriber waives any requirement on the Issuer's behalf to communicate acceptance of this subscription to the Subscriber; (j) no agency, governmental authority, regulatory body, stock exchange b. No federal or other entity state agency has made any finding or determination as to the merit accuracy or adequacy of the information contained in the Business Plan or otherwise or as to the fairness of the terms of the purchase and sale of the Shares for investment of, not have any such agencies or governmental authorities made nor any recommendation or endorsement with respect toof the investment in the Shares. c. The purchase and sale of the Shares is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) or 3(b) of the Securities Act, and, if applicable, in the sole judgment of the Company, the Shares; (k) provisions of Regulation D thereunder, which is in part dependent upon the Shares are speculative investments which involved a substantial degree truth, completeness and accuracy of risk; (l) the statements made by the Subscriber has had access to herein and has received all such information concerning the Issuer that the Subscriber has considered necessary in connection with the Subscriber's investment decision; (m) the Subscriber confirms that he/she/it is not a U.S. Person or acting or on behalf of a U.S. Person; and (n) the Issuer will rely on the acknowledgments, representations and warranties made herein or otherwise provided any other documents furnished by the Subscriber to the Issuer Company. d. It is understood that in completing order not to jeopardize the exempt status under Section 4(2) or 3(b) of the Securities Act of the purchase and sale and issue of the Shares and, if applicable, in the sole judgment of the Company, Regulation D thereunder, any transferee of the Shares (if such transfer is otherwise permitted hereunder) may be required to fulfill the Subscriberinvestor suitability requirements thereunder. e. The representations, warranties and agreements of the Subscriber contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all respects on and as of the date of the sale of the Shares as if made on and as of such date and shall survive the execution and delivery of this Agreement and the purchase of the Shares. f. Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers or controlling persons of the Company, the Company has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable to such extent.

Acknowledgments of the Subscriber. 1.1 The Subscriber hereby Subscriber, on its own behalf and, if applicable, on behalf of others for whom it is acting hereunder, acknowledges and agrees for the benefit of the Issuer thatas follows: (a) its decision to execute this subscription and purchase The Subscriber has received a copy of the Shares agreed to be purchased hereunder has not been based upon any oral or written representation or warranty as to fact or otherwise made by or on behalf Term Sheet setting out the principal terms of the IssuerOffering. (b) The Subscriber acknowledges that the Offering is contingent upon satisfaction by the Corporation of the conditions set forth in the Agency Agreement, including without limitation, (i) the Company also closing on a non-brokered financing of no less than $17,850,000, and (ii) the Company completing the Acquisition Transaction (as defined in Schedule “C” hereto), on or before the Closing Date. (c) The Subscriber acknowledges that its decision is based entirely upon its review the aggregate gross proceeds of the Public Record and Confidential Private Offering Memorandum will be up to $3,150,000. (d) No prospectus has been filed with any Securities Regulators in connection with the Offering; (b) no Securities Commission or similar regulatory authority has reviewed or passed on the merits of the Shares; (c) the Issuer is a U.S. publicly traded company, but is not a "reporting issuer" in any foreign jurisdiction; (d) there is no insurance covering the Shares;. (e) there are restrictions on the Subscriber's ability to resell the Shares and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Shares; (f) it (or others for whom it is contracting hereunder) has been advised to consult its own legal advisors with respect to the merits and risks of an investment in the Shares and the applicable resale restrictions and it (or others for whom it is contracting hereunder) is solely responsibleNo securities commission, and neither the Issuer, Aton Securities, Inc. nor Xxxxx X. Xxxxxxxx, Esq. is in any way responsible, for compliance with applicable resale restrictions; (g) to the knowledge of the Subscriber, the sale of the Shares was not accompanied by any advertisement or solicited in any manner in contravention of applicable 1933 Act or other applicable securities laws; (h) the offer made by this subscription is irrevocable and requires acceptance by the Issuer; (i) the subscription is not enforceable by the Subscriber unless it has been accepted by the Issuer and the Subscriber waives any requirement on the Issuer's behalf to communicate acceptance of this subscription to the Subscriber; (j) no agency, governmental authority, regulatory body, stock exchange or other entity regulatory body has made reviewed or passed on the merits of an investment in the Common Shares, Warrants and Warrant Shares. (f) The Common Shares, Warrants and Warrant Shares will be subject to statutory resale restrictions under the Securities Laws and under other applicable securities laws, and the Subscriber covenants that it will not resell the Common Shares, Warrants and Warrant Shares except in compliance with such laws and the Subscriber acknowledges that it is solely responsible (and neither the Corporation nor the Agent are in any finding way responsible) for such compliance. The Corporation may make a notation on its records or determination as give instructions to any transfer agent of the Common Shares in order to implement such resale restrictions. (g) The third year of the term of the Warrants is conditional upon the Corporation achieving Tier 1 status on the TSX-V within the first two years following the Closing Date. There is no certainty the Corporation will achieve this status and hence the Warrants may have a term of only two years, in which case, no compensation will be payable to the merit for investment ofSubscriber. (h) The Corporation may complete additional financings in the future in order to develop the business of the Corporation and fund its ongoing development, and such future financings may have a dilutive effect on current securityholders of the Corporation, including the Subscriber but there is no assurance that such financing will be available, on reasonable terms or at all, and if not have any such agencies or governmental authorities made any recommendation or endorsement with respect toavailable, the Corporation may be unable to fund its ongoing development. (i) The Subscriber’s ability to transfer the Common Shares;, Warrants and the Warrant Shares is limited by, among other things, the Securities Laws. (j) The Corporation, the Agents and the U.S. Affiliates are relying on the representations, warranties and covenants contained herein and in Schedule “A” attached hereto to determine the Subscriber’s eligibility to subscribe for the Units under the Securities Laws and other applicable securities laws and the Subscriber agrees to indemnify the Corporation, the Agents, the U.S. Affiliates and each of their respective directors and officers against all losses, claims, costs, expenses, damages or liabilities which any of them may suffer or incur as a result of or arising from reliance thereon. The Subscriber undertakes to immediately notify the Corporation of any change in any statement or other information relating to the Subscriber set forth in such Schedule which takes place prior to the Closing Time. (k) The Agent and/or its directors, officers, employees, agents and representatives assume no responsibility or liability of any nature whatsoever for the Shares are speculative investments which involved a substantial degree accuracy or adequacy of risk;any publicly available information concerning the Corporation or as to whether all information concerning the Corporation that is required to be disclosed or filed by the Corporation under the Securities Laws or any other applicable laws has been so disclosed or filed. (l) The Corporation is relying on an exemption from the requirement to provide the Subscriber has had access with a prospectus under the Securities Laws and, as a consequence of acquiring the Common Shares, Warrants and the Warrant Shares pursuant to such exemption, certain protections, rights and has received all remedies provided by the Securities Laws will not be available to the Subscriber. (m) The Subscriber, and each beneficial purchaser for whom it is contracting hereunder, is responsible for obtaining such information concerning the Issuer that the Subscriber has considered necessary legal and tax advice as it considers appropriate in connection with the execution, delivery and performance of this Subscription Agreement and the transactions contemplated under this Subscription Agreement. The Subscriber's investment decision; (m) , and each beneficial purchaser, is not relying on the Subscriber confirms that he/she/Corporation, the Agent or their respective affiliates or counsel in this regard. The Subscriber, and each beneficial purchaser for whom it is contracting hereunder, acknowledges that the Agents’ counsel and the Corporation’s counsel are acting as counsel to the Agents and the Corporation, respectively, and not a U.S. Person or acting or on behalf of a U.S. Person; andas counsel to the Subscriber. (n) There is no government or other insurance covering the Issuer Common Shares, Warrants or Warrant Shares. (o) There are risks associated with the purchase of the Common Shares, Warrants or Warrant Shares and the Subscriber and any beneficial purchaser for whom it is acting may lose his, her or its entire investment. (p) The Subscriber acknowledges and agrees that as the sale of the Units will rely on not be qualified by a prospectus, such sale and issuance is subject to the acknowledgmentscondition that the Subscriber or (if applicable) each beneficial purchaser for whom it is acting, representations sign and warranties made herein or otherwise provided return to the Corporation all relevant documentation required by the Securities Laws. (q) The Subscriber acknowledges and agrees that the Corporation may be required to provide the Securities Regulators with a list setting forth the identities of the beneficial purchasers of the Units. Notwithstanding that the Subscriber may be purchasing Units as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the Issuer identity of such undisclosed principal as may be required by the Corporation in completing order to comply with the sale and issue of the Shares to the Subscriberforegoing.

Acknowledgments of the Subscriber. 1.1 The Subscriber hereby Subscriber, on its own behalf and, if applicable, on behalf of any beneficial purchaser for whom it is acting hereunder, acknowledges and agrees for the benefit of the Issuer thatas follows: (a) its decision to execute this subscription and purchase The Subscriber has received a copy of the Shares agreed to be purchased hereunder has not been based upon any oral or written representation or warranty as to fact or otherwise made by or on behalf Term Sheet setting out the principal terms of the Issuer, and that its decision is based entirely upon its review of the Public Record and Confidential Private Offering Memorandum in connection with the Offering;. (b) no Securities Commission No securities commission, agency, governmental authority, regulatory body, stock exchange or similar regulatory authority has reviewed or passed on the merits of the Common Shares;. (c) There is no government or other insurance covering the Issuer is a U.S. publicly traded company, but is not a "reporting issuer" in any foreign jurisdiction;Common Shares. (d) there is no insurance covering There are risks associated with the purchase of the Common Shares;. (e) there There are restrictions on the Subscriber's ’s ability to resell the Common Shares and it is the responsibility of the Subscriber to find out determine what those restrictions are and to comply with them before selling the Common Shares;. (f) The Corporation has advised the Subscriber that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and, as a consequence of acquiring Common Shares pursuant to this exemption, certain protections, rights and remedies provided by the Securities Laws, including statutory rights of rescission or damages, may not be available to the Subscriber. The Subscriber may not receive information that would otherwise be required to be provided to it under Securities Laws and the Corporation is relieved from certain obligations that would otherwise apply under Securities Laws. (g) The Common Shares shall be subject to statutory resale restrictions under the Securities Laws of the Province of British Columbia and the State in which the Subscriber purchased the Common Shares, under the U.S. Securities Act and the rules and regulations thereunder, and any other applicable securities laws, and the Subscriber covenants that it will not resell the Common Shares except in compliance with such laws and the Subscriber acknowledges it is solely responsible (and neither the Corporation nor the Underwriter, nor the U.S. Agent is responsible) for such compliance. The Corporation has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of the Common Shares. (h) The certificates representing the Common Shares will bear, as of the Closing Date, legends substantially in the following form and with the necessary information inserted: (i) The Subscriber understands and acknowledges: (i) that if it decides to offer, sell or otherwise transfer any of the Common Shares, such securities may be offered, sold or otherwise transferred only (A) to the Corporation, (B) outside the United States in compliance with Rule 903 or Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations, (C) in compliance with the exemption from registration under the U.S. Securities Act provided by Rule 144 or Rule 144A thereunder, if available, and in compliance with any applicable state securities laws, or (D) in a transaction that otherwise does not require registration under the U.S. Securities Act or applicable state securities laws. The Subscriber acknowledges that the Corporation or its registrar and transfer agent may, if reasonable under the circumstances, require an opinion from counsel of recognized standing reasonably satisfactory to the Corporation that registration under the U.S. Securities Act is not required prior to transfer; and (ii) that each certificate representing the Common Shares originally issued to the Subscriber, as well as all certificates issued in exchange for or in substitution of the foregoing securities and until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, shall bear a legend to the following effect: provided, that if at a time the Corporation is a Foreign Private Issuer any such securities are being sold in compliance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act and in compliance with Canadian local laws and regulations, the legend may be removed by providing a declaration to the Corporation's registrar and transfer agent to the effect set forth in Schedule “C” hereto or such other evidence as the Corporation or its registrar and transfer agent may prescribe from time to time, which may include an opinion of counsel; and provided, further, that, if any such securities are being sold pursuant to Rule 144 of the U.S. Securities Act or a transaction that does not require registration under the U.S. Securities Act or applicable state securities laws, the legend may be removed by delivery to the registrar and transfer agent of the Corporation of an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws. (j) The Underwriter, the U.S. Agent and/or their respective directors, officers, employees, agents and representatives assume no responsibility or liability of any nature whatsoever for the accuracy or adequacy of any publicly available information concerning the Corporation, or as to whether all information concerning the Corporation that is required to be disclosed or filed by the Corporation under the Securities Laws has been so disclosed or filed. (k) The Corporation, the Underwriter, the U.S. Agent and their respective legal counsel are relying on the representations, warranties and covenants contained herein and in the U.S. Accredited Investor Certificate attached hereto as Schedule “B” to determine the Subscriber’s eligibility to subscribe for Common Shares under applicable Securities Laws and the Subscriber agrees to indemnify the Corporation, the Underwriter, the U.S. Agent, their respective legal counsel and each of their directors and officers against all losses, claims, costs, expenses, damages or liabilities which any of them may suffer or incur as a result of or arising from reliance thereon. The Subscriber undertakes to immediately notify the Corporation, the Underwriter and the U.S. Agent of any change in any statement or other information relating to the Subscriber set forth in the U.S. Accredited Investor Certificate” attached hereto as Schedule “B” which takes place prior to the Closing Time. (l) The Subscriber understands and agrees that there may be material tax consequences to the Subscriber of an acquisition, holding, or disposition of the Common Shares. The Corporation, the Underwriter and the U.S. Agent give no opinion and make no representation with respect to the tax consequences to the Subscriber under the tax laws of Canada or any Province of Canada or under United States federal, state, or local tax law or any other tax law of the Subscriber’s acquisition, holding or disposition of such securities. In particular, no determination has been made whether the Corporation will be a “passive foreign investment company” (“PFIC”) within the meaning of Section 1291 of the United States Internal Revenue Code. Nothing in this Subscription Agreement (or others any document referenced herein) is intended or written by the Corporation or any of its advisors to be used, and it cannot be used, by the Subscriber or other person for the purpose of avoiding penalties that may be imposed under U.S. federal income tax law. Any discussion of the impact of U.S. income tax laws contained in this Subscription Agreement (or any document referenced herein) or otherwise provided to the Subscriber has been or will be provided solely to support the promotion or marketing of an investment in the Corporation and other matters addressed in this Subscription Agreement (and any document referenced herein). (m) The Subscriber understands and agrees that the financial statements of the Corporation have been prepared in accordance with Canadian generally accepted accounting principles, which differ in some respects from United States generally accepted accounting principles, and thus may not be comparable to financial statements of United States companies. The Corporation is organized under the laws of the Yukon Territory and the majority of its directors or officers are either citizens or residents of Canada. The Corporation is domiciled outside of the United States, and substantially all of the assets of the Corporation are located outside of the United States. As a result, it may be difficult for the Subscriber to effect service of process within the United States upon the Corporation. There is uncertainty as to the enforceability: (i) in an original action in Canadian courts of liabilities predicated solely upon United States federal securities laws; or (ii) judgments of United States courts obtained in actions predicated upon the civil liability provisions of United States securities laws in Canadian courts. (n) The Subscriber, and each beneficial person for whom it is contracting hereunder, is responsible for obtaining such legal and tax advice as it considers appropriate in connection with the execution, delivery and performance of this Subscription Agreement and the transactions contemplated under this Subscription Agreement. (o) The Corporation has been advised to consult its own legal advisors with respect provided to the merits Subscriber the opportunity to ask questions and risks receive answers concerning the terms and conditions of an investment in the Shares and the applicable resale restrictions offering and it (or others for whom it is contracting hereunder) is solely responsible, and neither the Issuer, Aton Securities, Inc. nor Xxxxx X. Xxxxxxxx, Esq. is in any way responsible, for compliance with applicable resale restrictions; (g) to the knowledge of the Subscriber, the sale of the Shares was not accompanied by any advertisement or solicited in any manner in contravention of applicable 1933 Act or other applicable securities laws; (h) the offer made by this subscription is irrevocable and requires acceptance by the Issuer; (i) the subscription is not enforceable by the Subscriber unless it has been accepted by the Issuer and the Subscriber waives any requirement on the Issuer's behalf to communicate acceptance of this subscription to the Subscriber; (j) no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment of, not have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the Shares; (k) the Shares are speculative investments which involved a substantial degree of risk; (l) the Subscriber has had access to and has received all such information concerning the Issuer that the Subscriber Corporation as it has considered necessary or appropriate in connection with its investment decision to acquire the Subscriber's investment decision;Common Shares. (mp) The funds representing the Subscriber confirms that he/she/it is not a U.S. Person or acting or on behalf of a U.S. Person; and (n) the Issuer Aggregate Subscription Price which will rely on the acknowledgments, representations and warranties made herein or otherwise provided be advanced by the Subscriber to the Issuer in completing Underwriter hereunder will not represent proceeds of crime for the sale and issue purposes of the Shares Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLFTA”) and the Subscriber acknowledges that the Corporation may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLFTA. To the best of its knowledge (a) none of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States of America, or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber, and (b) the Subscriber shall promptly notify the Corporation if the Subscriber discovers that any of such representations ceases to be true, and to provide the Corporation with appropriate information in connection therewith.

Acknowledgments of the Subscriber. 1.1 The Subscriber hereby Subscriber, on its own behalf and, if applicable, on behalf of others for whom it is acting hereunder, acknowledges and agrees for the benefit of the Issuer thatas follows: (a) its decision to execute this subscription and purchase The Subscriber has received a copy of the Shares agreed to be purchased hereunder has not been based upon any oral or written representation or warranty as to fact or otherwise made by or on behalf Term Sheet setting out the principal terms of the Issuer, and that its decision is based entirely upon its review of the Public Record and Confidential Private Offering Memorandum in connection with the Offering;. (b) no Securities Commission or similar regulatory authority has reviewed or passed on the merits of the Shares; (c) the Issuer is a U.S. publicly traded companyNo securities commission, but is not a "reporting issuer" in any foreign jurisdiction; (d) there is no insurance covering the Shares; (e) there are restrictions on the Subscriber's ability to resell the Shares and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Shares; (f) it (or others for whom it is contracting hereunder) has been advised to consult its own legal advisors with respect to the merits and risks of an investment in the Shares and the applicable resale restrictions and it (or others for whom it is contracting hereunder) is solely responsible, and neither the Issuer, Aton Securities, Inc. nor Xxxxx X. Xxxxxxxx, Esq. is in any way responsible, for compliance with applicable resale restrictions; (g) to the knowledge of the Subscriber, the sale of the Shares was not accompanied by any advertisement or solicited in any manner in contravention of applicable 1933 Act or other applicable securities laws; (h) the offer made by this subscription is irrevocable and requires acceptance by the Issuer; (i) the subscription is not enforceable by the Subscriber unless it has been accepted by the Issuer and the Subscriber waives any requirement on the Issuer's behalf to communicate acceptance of this subscription to the Subscriber; (j) no agency, governmental authority, regulatory body, stock exchange or other entity regulatory body has made reviewed or passed on the merits of the Flow-Through Shares. (c) The Flow-Through Shares shall be subject to statutory resale restrictions under the Securities Laws of the province in which the Subscriber resides and under other applicable securities laws, and the Subscriber covenants that it will not resell the Flow-Through Shares except in compliance with such laws and the Subscriber acknowledges that it is solely responsible (and neither the Corporation nor the Agents is in any finding way responsible) for such compliance. (d) The Subscriber’s ability to transfer the Flow-Through Shares is limited by, among other things, applicable Securities Laws. (e) The certificates representing the Flow-Through Shares will bear, as of the Closing Date, legends substantially in the following form and with the necessary information inserted: UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE <INSERT DATE THAT IS FOUR (4) MONTHS AND ONE (1) DAY AFTER CLOSING DATE>. In addition, the Flow-Through Shares will also bear a legend substantially in the following form: (f) The Agents and their directors, officers, employees, agents and representatives assume no responsibility or determination liability of any nature whatsoever for the accuracy or adequacy of any such publicly available information concerning the Corporation or as to whether all information concerning the merit Corporation that is required to be disclosed or filed by the Corporation under the Securities Laws has been so disclosed or filed. (g) The Subscriber, and each beneficial person for investment ofwhom it is contracting hereunder, not have any such agencies or governmental authorities made any recommendation or endorsement shall execute, deliver, file and otherwise assist the Corporation and the Agents with respect tofiling all documentation required by the applicable Securities Laws to permit the subscription for the Flow-Through Shares and the issuance of the Flow-Through Shares. (h) The Corporation is relying on the representations, warranties and covenants contained herein and in the applicable Schedules attached hereto to determine the Subscriber’s eligibility to subscribe for the Flow-Through Shares under applicable Securities Laws and the Subscriber agrees to indemnify the Corporation, the Shares;Agents and each of their directors and officers against all losses, claims, costs, expenses, damages or liabilities which any of them may suffer or incur as a result of or arising from reliance thereon. The Subscriber undertakes to immediately notify the Corporation of any change in any statement or other information relating to the Subscriber set forth in such applicable Schedules which takes place prior to the Closing Time. (i) The Corporation is relying on an exemption from the requirement to provide the Subscriber with a prospectus under the Securities Laws and, as a consequence of acquiring the Flow-Through Shares pursuant to such exemption, certain protections, rights and remedies provided by the Securities Laws, including statutory rights of rescission or damages, will not be available to the Subscriber. (j) Flow-Through Shares have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States or to U.S. Persons unless registered under such act or an exemption from the registration requirements of such act is available. (k) the Shares are speculative investments which involved a substantial degree of risk; (l) the Subscriber has had access to The Subscriber, and has received all each beneficial person for whom it is contracting hereunder, is responsible for obtaining such information concerning the Issuer that the Subscriber has considered necessary legal and tax advice as it considers appropriate in connection with the Subscriber's investment decision; (m) execution, delivery and performance of this Subscription Agreement and the Subscriber confirms that he/she/it is not a U.S. Person or acting or on behalf of a U.S. Person; and (n) the Issuer will rely on the acknowledgments, representations and warranties made herein or otherwise provided by the Subscriber to the Issuer in completing the sale and issue of the Shares to the Subscribertransactions contemplated under this Subscription Agreement.

Acknowledgments of the Subscriber. 1.1 The Subscriber hereby acknowledges and agrees for to the benefit Company that: He/She has received a copy of the Issuer that: Offering Circular dated ____________ (a) its decision the "Offering Circular"), setting forth information pertinent to execute this subscription and a purchase of the Subscribed Shares agreed (the "Investment"). The Subscriber has carefully read the Offering Circular. The Company has made available to be purchased hereunder him and/or his advisors the opportunity to obtain additional written information, if any, requested by him and/or his advisors to verify the accuracy of the information contained in the Offering Circular or to evaluate the merits and risks of the Investment. In reaching the conclusion that he desires to acquire the Subscribed Shares, the Subscriber has carefully evaluated his financial resources and investment position, as well as the risks associated with the Investment, including, without limitation, those delineated in the Response to Question 2 of the Offering Circular. The Subscriber has not been based upon relied on any oral representations or written representation oral information furnished to the Subscriber or warranty as to fact his advisors by the Company or otherwise made by its officers, directors, shareholders, employees, attorneys, accountants, agents or on behalf of representatives (collectively, the Issuer"Company Representatives"), and that its decision is based entirely upon its review of the Public Record and Confidential Private Offering Memorandum in connection with the Offering; (b) no Securities Commission or similar regulatory authority . The Subscriber has reviewed or passed relied in determining to make the Investment solely on the merits information contained in the Offering Circular and information otherwise provided to the Subscriber in writing by officers and directors of the Shares; (c) Company. Except for the Issuer is a U.S. publicly traded company, but is not a "reporting issuer" information contained in the Offering Circular and any foreign jurisdiction; (d) there is no insurance covering written information requested by and furnished to the Shares; (e) there are restrictions on Subscriber or the Subscriber's ability advisors, as described in this subparagraph (a), neither the Subscriber nor any of his advisors has been furnished by the Company or any Company Representative with any other written material or literature relating to resell the Shares and it is Offering or the responsibility Investment. Neither the Company nor any of the Company Representatives, nor anyone purporting to act on their behalf, has made any oral representation to the Subscriber with respect to find out what those restrictions are any tax, financial or economic benefits to be derived from the Investment. The Subscriber is relying solely upon the Subscriber's own knowledge and to comply with them before selling upon the Shares; (f) it (or others for whom it is contracting hereunder) has been advised to consult its own legal advice of his personal advisors with respect to the merits tax, financial, economic and other pertinent aspects of the Investment. The Subscriber has carefully reviewed and analyzed the risks of an investment of, and other pertinent considerations relating to, the Investment, based solely on the information contained in the Shares Offering Circular and the applicable resale restrictions and it other written information referenced in subparagraph (or others for whom it is contracting hereundera) is solely responsibleabove. The Company was incorporated on _________, and neither has no operating history; for this and other reasons, the IssuerInvestment involves significant financial risks, Aton Securities, Inc. nor Xxxxx X. Xxxxxxxx, Esq. is in any way responsible, for compliance with applicable resale restrictions; (g) including the risk of loss to the knowledge subscriber of the Subscriber, the sale of the Shares was not accompanied by any advertisement or solicited in any manner in contravention of applicable 1933 Act or other applicable securities laws; (h) the offer made by this subscription entire Purchase Price. The Subscriber is irrevocable and requires acceptance by the Issuer; aware that (i) the subscription Company's founding shareholders purchased ________ Shares at U.S.$0.001 per share for a total consideration of U.S.$_____; and (ii) pursuant to an Offering Circular dated ________, the Company sold _________ Shares at a price of U.S.$_____ per share for a total consideration of U.S.$_______. These recent share issues have the effect of substantially diluting the Subscriber's equity interest in the Company. The Subscriber is not enforceable by to construe the provision of the Offering Circular or the furnishing of the other written information referenced in subparagraph (a) above to the Subscriber unless it has been accepted by the Issuer as constituting legal, tax or investment advice, and the Subscriber waives any requirement should consult the Subscriber's own legal counsel, accountant and/or other professional advisors as to legal, tax and related matters concerning the Investment. No assurance can be made that the Company will commence operations, or if it does commence operations, that it will ever operate at a profit or, if it does operate at a profit, that dividends will be declared and paid on the IssuerSubscribed Shares. The Subscriber may not be able to sell or dispose of the Subscribed Shares, as there is no, and may never be any, public market for such securities. The Subscriber's behalf commitment to communicate acceptance of this subscription investments which are not readily marketable is not disproportionate to the Subscriber; 's net worth and making the Investment will not cause the Subscriber's overall commitment thereto to become excessive. The Subscriber is aware that the offer and sale to him of the Subscribed Shares have not been registered under the Securities Act of 1933, as amended (j) the "Act"), or registered or qualified under applicable state securities or "Blue Sky" laws, and, therefore, the Subscribed Shares cannot be reoffered and resold unless either the reoffer and resale thereof are subsequently registered and qualified under the Act and said Blue Sky laws or an exemption from such registration and qualification is available; the Company has no agencyintention of registering or qualifying under the Act or any such Blue Sky laws the Subscriber's reoffer and resale of any of the Subscribed Shares and no exemption from registration or qualification may be available under the Act or such Blue Sky laws to the Subscriber at the time he wishes to dispose of such Shares. No Federal or state agency has passed upon the Subscribed Shares, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment offairness of the Investment, not have or passed on the adequacy of the information set forth in the Offering Circular. Neither the Company nor any such agencies or governmental authorities made any recommendation or endorsement with respect to, the Shares; (k) the Shares are speculative investments which involved a substantial degree of risk; (l) Company Representative offered to sell the Subscriber has had access to and has received all any Shares by means of any form of general advertising or general solicitation, such information concerning the Issuer that the Subscriber has considered necessary in connection with the Subscriber's investment decision; (m) the Subscriber confirms that he/she/it is not a U.S. Person as media advertising or acting or on behalf of a U.S. Person; and (n) the Issuer will rely on the acknowledgments, representations and warranties made herein or otherwise provided by the Subscriber to the Issuer in completing the sale and issue of the Shares to the Subscriberseminars.

Acknowledgments of the Subscriber. 1.1 The Subscriber hereby Subscriber, on its own behalf and, if applicable, on behalf of any beneficial purchaser for whom it is acting hereunder, acknowledges and agrees for the benefit of the Issuer thatas follows: (a) its decision to execute this subscription and purchase The Subscriber has received a copy of the Shares agreed to be purchased hereunder has not been based upon any oral or written representation or warranty as to fact or otherwise made by or on behalf Term Sheet setting out the principal terms of the Issuer, and that its decision is based entirely upon its review of the Public Record and Confidential Private Offering Memorandum in connection with the Offering;. (b) no Securities Commission No securities commission, agency, governmental authority, regulatory body, stock exchange or similar regulatory authority has reviewed or passed on the merits of the Common Shares;. (c) There is no government or other insurance covering the Issuer is a U.S. publicly traded company, but is not a "reporting issuer" in any foreign jurisdiction;Common Shares. (d) there is no insurance covering There are risks associated with the purchase of the Common Shares;. (e) there There are restrictions on the Subscriber's ’s ability to resell the Common Shares and it is the responsibility of the Subscriber to find out determine what those restrictions are and to comply with them before selling the Common Shares;. (f) The Corporation has advised the Subscriber that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and, as a consequence of acquiring Common Shares pursuant to this exemption, certain protections, rights and remedies provided by the Securities Laws, including statutory rights of rescission or damages, will not be available to the Subscriber. The Subscriber may not receive information that would otherwise be required to be provided to it under Securities Laws and the Corporation is relieved from certain obligations that would otherwise apply under Securities Laws. (g) The Common Shares shall be subject to statutory resale restrictions under the Securities Laws of the Province of British Columbia and the State in which the Subscriber purchased the Common Shares, under the U.S. Securities Act and the rules and regulations thereunder, and any other applicable securities laws, and the Subscriber covenants that it will not resell the Common Shares except in compliance with such laws and the Subscriber acknowledges it is solely responsible (and neither the Corporation nor the Underwriter, nor the U.S. Agent is responsible) for such compliance. The Corporation has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of the Common Shares. (h) The certificates representing the Common Shares will bear, as of the Closing Date, legends substantially in the following form and with the necessary information inserted: (i) The Subscriber understands and acknowledges: (i) that if it decides to offer, sell or otherwise transfer any of the Common Shares, such securities may be offered, sold or otherwise transferred only (A) to the Corporation, (B) outside the United States in compliance with Rule 903 or Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations, (C) in compliance with the exemption from registration under the U.S. Securities Act provided by Rule 144 or Rule 144A thereunder, if available, and in compliance with any applicable state securities laws, or (D) in a transaction that otherwise does not require registration under the U.S. Securities Act or applicable state securities laws. The Subscriber acknowledges that the Corporation or its registrar and transfer agent may, if reasonable under the circumstances, require an opinion from counsel of recognized standing reasonably satisfactory to the Corporation that registration under the U.S. Securities Act is not required prior to transfer; and (ii) that each certificate representing the Common Shares originally issued to the Subscriber, as well as all certificates issued in exchange for or in substitution of the foregoing securities and until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, shall bear a legend to the following effect: provided, that if at a time the Corporation is a Foreign Private Issuer any such securities are being sold in compliance with the requirements of Rule 904 of Regulation S under the U.S. Securities Act and in compliance with Canadian local laws and regulations, the legend may be removed by providing a declaration to the Corporation's registrar and transfer agent to the effect set forth in Schedule “C” hereto or such other evidence as the Corporation or its registrar and transfer agent may prescribe from time to time, which may include an opinion of counsel; and provided, further, that, if any such securities are being sold pursuant to Rule 144 of the U.S. Securities Act or a transaction that does not require registration under the U.S. Securities Act or applicable state securities laws, the legend may be removed by delivery to the registrar and transfer agent of the Corporation of an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws. (j) The Underwriter, the U.S. Agent and/or their respective directors, officers, employees, agents and representatives assume no responsibility or liability of any nature whatsoever for the accuracy or adequacy of any publicly available information concerning the Corporation, or as to whether all information concerning the Corporation that is required to be disclosed or filed by the Corporation under the Securities Laws has been so disclosed or filed. (k) The Corporation, the Underwriter, the U.S. Agent and their respective legal counsel are relying on the representations, warranties and covenants contained herein and in the U.S. Accredited Investor Certificate attached hereto as Schedule “B” to determine the Subscriber’s eligibility to subscribe for Common Shares under applicable Securities Laws and the Subscriber agrees to indemnify the Corporation, the Underwriter, the U.S. Agent, their respective legal counsel and each of their directors and officers against all losses, claims, costs, expenses, damages or liabilities which any of them may suffer or incur as a result of or arising from reliance thereon. The Subscriber undertakes to immediately notify the Corporation, the Underwriter and the U.S. Agent of any change in any statement or other information relating to the Subscriber set forth in the U.S. Accredited Investor Certificate” attached hereto as Schedule “B” which takes place prior to the Closing Time. (l) The Subscriber understands and agrees that there may be material tax consequences to the Subscriber of an acquisition, holding, or disposition of the Common Shares. The Corporation, the Underwriter and the U.S. Agent give no opinion and make no representation with respect to the tax consequences to the Subscriber under the tax laws of Canada or any Province of Canada or under United States federal, state, or local tax law or any other tax law of the Subscriber’s acquisition, holding or disposition of such securities. In particular, no determination has been made whether the Corporation will be a “passive foreign investment company” (“PFIC”) within the meaning of Section 1291 of the United States Internal Revenue Code. Nothing in this Subscription Agreement (or others any document referenced herein) is intended or written by the Corporation or any of its advisors to be used, and it cannot be used, by the Subscriber or other person for the purpose of avoiding penalties that may be imposed under U.S. federal income tax law. Any discussion of the impact of U.S. income tax laws contained in this Subscription Agreement (or any document referenced herein) or otherwise provided to the Subscriber has been or will be provided solely to support the promotion or marketing of an investment in the Corporation and other matters addressed in this Subscription Agreement (and any document referenced herein). (m) The Subscriber understands and agrees that the financial statements of the Corporation have been prepared in accordance with Canadian generally accepted accounting principles, which differ in some respects from United States generally accepted accounting principles, and thus may not be comparable to financial statements of United States companies. The Corporation is organized under the laws of British Columbia and the majority of its directors or officers are either citizens or residents of Canada. The Corporation is domiciled outside of the United States, and substantially all of the assets of the Corporation are located outside of the United States. As a result, it may be difficult for the Subscriber to effect service of process within the United States upon the Corporation. There is uncertainty as to the enforceability: (i) in an original action in Canadian courts of liabilities predicated solely upon United States federal securities laws; or (ii) judgments of United States courts obtained in actions predicated upon the civil liability provisions of United States securities laws in Canadian courts. (n) The Subscriber, and each beneficial person for whom it is contracting hereunder, is responsible for obtaining such legal and tax advice as it considers appropriate in connection with the execution, delivery and performance of this Subscription Agreement and the transactions contemplated under this Subscription Agreement. (o) The Corporation has been advised to consult its own legal advisors with respect provided to the merits Subscriber the opportunity to ask questions and risks receive answers concerning the terms and conditions of an investment in the Shares and the applicable resale restrictions offering and it (or others for whom it is contracting hereunder) is solely responsible, and neither the Issuer, Aton Securities, Inc. nor Xxxxx X. Xxxxxxxx, Esq. is in any way responsible, for compliance with applicable resale restrictions; (g) to the knowledge of the Subscriber, the sale of the Shares was not accompanied by any advertisement or solicited in any manner in contravention of applicable 1933 Act or other applicable securities laws; (h) the offer made by this subscription is irrevocable and requires acceptance by the Issuer; (i) the subscription is not enforceable by the Subscriber unless it has been accepted by the Issuer and the Subscriber waives any requirement on the Issuer's behalf to communicate acceptance of this subscription to the Subscriber; (j) no agency, governmental authority, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment of, not have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the Shares; (k) the Shares are speculative investments which involved a substantial degree of risk; (l) the Subscriber has had access to and has received all such information concerning the Issuer that the Subscriber Corporation as it has considered necessary or appropriate in connection with its investment decision to acquire the Subscriber's investment decision;Common Shares. (mp) The funds representing the Subscriber confirms that he/she/it is not a U.S. Person or acting or on behalf of a U.S. Person; and (n) the Issuer Aggregate Subscription Price which will rely on the acknowledgments, representations and warranties made herein or otherwise provided be advanced by the Subscriber to the Issuer in completing Underwriter hereunder will not represent proceeds of crime for the sale and issue purposes of the Shares Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLFTA”) and the Subscriber acknowledges that the Corporation may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLFTA. To the best of its knowledge (a) none of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States of America, or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber, and (b) the Subscriber shall promptly notify the Corporation if the Subscriber discovers that any of such representations ceases to be true, and to provide the Corporation with appropriate information in connection therewith.