Common use of per Unit Clause in Contracts

per Unit. Each Unit consists of one common share in the capital of the Corporation (a “Common Share”) and one Common Share purchase warrant (a “Warrant”). Each Warrant will entitle the holder thereof to purchase one Common Share (a “Warrant Share”) at a price of $0.60 during the first year following the Closing Date (as hereinafter defined) $0.80 during the second year following the Closing Date and $1.00 during the third year following the Closing Date (the “Exercise Price”); provided that, in respect of the third year the exercise of the Warrant is conditional upon the Corporation achieving Tier 1 status on the TSX Venture Exchange within the first two years following the Closing Date. The Subscriber agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Units” including without limitation the representations, warranties and covenants set forth in the applicable schedules attached thereto. The Subscriber further agrees, without limitation, that the Corporation and the Agents (as hereinafter defined) may rely upon the Subscriber’s representations, warranties and covenants contained in such documents. Number of Units X CDN$0.50 ______________________________________ = (Name of Subscriber) Aggregate Subscription Price: _____________________ ______________________________________ (the “Subscription Price”) Account Reference (if applicable) If the Subscriber is signing as agent for a principal Per: ___________________________________ (“Beneficial Purchaser”) and is not a trust company or Authorized Signature portfolio manager, in either case, purchasing as trustee or agent for accounts fully managed by it, complete the following: ______________________________________ Official Capacity of Title – if the Subscriber is not an individual) ______________________________________ (Name of Principal) ______________________________________ (Name of individual whose signature appears above if different that the name of the subscriber printed _____________________________________ above.) (Principal's Address) ______________________________________ _____________________________________ (Subscriber’s Address) (Fax (Fax Number) Number) ______________________________________ _____________________________________ (Telephone Number) (Email Address) (Telephone Number) (Email Address) Registered Shareholder Information (if different from Delivery Instructions as set forth below: Subscriber): ______________________________________ _____________________________________ (Name) (Name) ______________________________________ _____________________________________ (Account Reference, if applicable) (Account Reference, if applicable) ______________________________________ ______________________________________ (Address, including Postal Code) (Address) (Contact Name) (Telephone Number) The Corporation hereby accepts the subscription for Units as set forth on the face page of this Subscription Agreement on the terms and conditions contained in the Subscription Agreement (including all applicable schedules) this ___ day of _________________, 2006. ROCKWELL VENTURES INC. Per: Authorized Signing Officer TERMS AND CONDITIONS OF SUBSCRIPTION FOR UNITS

per Unit. Each Class A Unit consists of one share of common share in the capital stock and one-half of the Corporation (a “Common Share”) and one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle Eligible Purchasers of the holder thereof to purchase one Common Share (Class B Units are those Purchasers that invest at least $50,000 in this Offering and have participated in a “Warrant Share”) at a price of $0.60 prior Company offering during the first year following the Closing Date Period (as hereinafter defineddefined herein) and either, (i) invested at least $0.80 200,000 in a prior Company offering during the second year following Period (as defined herein), or (ii) invest at least 25% of the Closing Date and $1.00 amount such Purchaser invested in a prior Company offering during the third year following the Closing Date (the “Exercise Price”); provided that, Period in respect this Offering. Each Class B Unit consists of the third year the exercise one share of the Warrant is conditional upon the Corporation achieving Tier 1 status on the TSX Venture Exchange within the first two years following the Closing Datecommon stock and one Warrant. The Subscriber Purchaser agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription Purchase for Units” including without limitation the representations, warranties and covenants set forth in the applicable schedules attached thereto. The Subscriber Purchaser further agrees, without limitation, that each of the Corporation Company and Xxxxxxx Investment Company, LLC (the Agents (as hereinafter defined“Placement Agent”) may rely upon the SubscriberPurchaser’s representations, warranties and covenants contained in such documents. “Period” shall mean any time between December 1, 2013 and May 1, 2015. Please complete and sign the Accredited Investor Certificate – Exhibit A and the Selling Shareholder Questionnaire– Exhibit C SUBSCRIPTION AND PURCHASER INFORMATION Please print all information (other than signatures), as applicable, in the space provided below Number of Units X CDN$0.50 Class A Units: ______________________________________ = (Name of Subscriber) Aggregate Subscription Price: x $1.10 _____________________ ______________________________________ (the “Subscription Price”Name of Purchaser) Account Reference (if applicable) If the Subscriber is signing as agent for a principal PerNumber of Class B Units: ____________________________________x $1.10 = Account Reference (if applicable): ________________________ (“Beneficial Purchaser”) and is not a trust company or Authorized Signature portfolio manager, in either case, purchasing as trustee or agent for accounts fully managed by it, complete the followingBy: ________________________________________________ Authorized Signature Aggregate Purchase Price: _____________________________ (the “Purchase Price”) ___________________________________________________ (Official Capacity of or Title – if the Subscriber Purchaser is not an individual) ___________________________________________________ (Name of individual whose signature appears above if different than the name of the Purchaser printed above.) ___________________________________________________ (Purchaser’s Address, including Municipality and Province) ___________________________________________________ S.I.N. or Taxation Account of Purchaser ___________________________________________________ (Telephone Number) (Email Address) If the Purchaser is signing as agent for a principal (beneficial purchaser) and is not purchasing as trustee or agent for accounts fully managed by it, complete the following: ___________________________________________________ (Name of Principal) ______________________________________ (Name of individual whose signature appears above if different that the name of the subscriber printed _____________________________________ above.) (Principal's ’s Address) ___________________________________________________ Account Registration Information: _____________________________________ (Subscriber’s Address) (Fax (Fax Number) Number) ______________________________________ _____________________________________ (Telephone Number) (Email Address) (Telephone Number) (Email Address) Registered Shareholder Information (if different from Delivery Instructions as set forth below: Subscriber): ______________________________________ _____________________________________ (Name) (Name) ______________________________________ _____________________________________ (Account Reference, if applicable) (Account Reference, if applicable) ______________________________________ ______________________________________ (Address, including Postal Code) (Address) (Contact Name) (Telephone Number) The Corporation hereby accepts the subscription for Units Delivery Instructions as set forth on the face page of this Subscription Agreement on the terms and conditions contained in the Subscription Agreement (including all applicable schedules) this ___ day of below: ___________________________________________________ (Name) ___________________________________________________ (Account Reference, 2006. ROCKWELL VENTURES if applicable) ___________________________________________________ (Address) ___________________________________________________ (Contact Name) (Telephone Number) PURCHASE AGREEMENT FOR UNITS OF ANTRIABIO, INC. Per: Authorized Signing Officer TERMS AND CONDITIONS OF SUBSCRIPTION FOR UNITS(a Delaware corporation)

per Unit. Each Unit consists shall consist of one (1) share of common share in the capital stock of the Corporation (a “Common Share”"COMMON SHARE") and one one-half (1/2) Common Share purchase warrant of the Corporation (a “Warrant”"WARRANT"). Each one (1) whole Warrant will shall entitle the holder thereof to purchase acquire one (1) Common Share (a “Warrant Share”"WARRANT SHARE") at a price equal to CAD$2.65 per Warrant Share for a period of $0.60 during eighteen (18) months from the first year following the Closing Date (as hereinafter defined) $0.80 during the second year following the Closing Date and $1.00 during the third year following the Closing Date (the “Exercise Price”); provided that, in respect date of issue of the third year the exercise of the Warrant is conditional upon the Corporation achieving Tier 1 status on the TSX Venture Exchange within the first two years following the Closing DateWarrants. The Subscriber agrees to be bound by the attached terms and conditions set forth in of subscription (the attached “Terms "TERMS AND CONDITIONS") and Conditions of Subscription for Units” including without limitation agrees that the Corporation and its agents and attorneys may rely upon the representations, warranties and covenants set forth contained therein and in the applicable schedules attached thereto. The Subscriber further agrees, without limitation, that the Corporation and the Agents Certificate (as hereinafter defined) may rely upon ). This subscription, plus the Subscriber’s representationsTerms and Conditions of the completed and executed Subscriber Certificate, warranties and covenants contained are collectively referred to as the "SUBSCRIPTION AGREEMENT" or the "AGREEMENT." SUBSCRIPTION AND SUBSCRIBER INFORMATION Please print all information (other than signatures), as applicable, in such documents. the space provided below Number of Units X CDN$0.50 ______________________________________ = Units*: -------------------------------------------------------------- ------------------------------------------ (Name of Subscriber) Aggregate Subscription Share Price: _____________________ ______________________________________ (the “Subscription Price”) X Account Reference (if applicable): -------------------------------------- ---------------------------- Aggregate Subscription Price: By: ------------------------------ ----------------------------------------------------------- (the "SUBSCRIPTION PRICE") If the Subscriber is signing as agent for a principal Per: ___________________________________ (“Beneficial Purchaser”) and is not a trust company or Authorized Signature portfolio manager, in either case, purchasing as trustee or agent for accounts fully managed by it, complete the following: ______________________________________ -------------------------------------------------------------- IF THE SUBSCRIBER IS SIGNING AS AGENT FOR A PRINCIPAL (Official Capacity of or Title – - if the Subscriber is not an (BENEFICIAL PURCHASER)AND IS NOTPURCHASING AS TRUSTEE OR individual) ______________________________________ (Name of PrincipalAGENT FOR ACCOUNTS FULLY MANAGED BY IT, COMPLETE THE FOLLOWING AND ENSURE THAT THAT APPLICABLE EXHIBIT(S) ______________________________________ ARE COMPLETED ON BEHALF OF SUCH PRINCIPAL: -------------------------------------------------------------- (Name of individual whose signature appears above if different that than the name of the subscriber Subscriber printed _____________________________________ above.) ----------------------------------------------------------- (Name of Principal) -------------------------------------------------------------- (Subscriber's Address, including State) ----------------------------------------------------------- (Principal's Address) ______________________________________ ______________________________-------------------------------------------------------------- ----------------------------------------------------------- -------------------------------------------------------------- (Telephone Number) (Email Address) *Calculated based on a fixed exchange rate of US$1.00 = CAD$_______ (Subscriber’s Address) (Fax (Fax Number) Number) ______________________________________ _____________________________________ (Telephone Number) (Email Address) (Telephone Number) (Email Address) Registered Shareholder Information (if different from Delivery Instructions which is the noon buying rate as set forth below: Subscriber): ______________________________________ _____________________________________ (Name) (Name) ______________________________________ _____________________________________ (Account Reference, if applicable) (Account Reference, if applicable) ______________________________________ ______________________________________ (Address, including Postal Code) (Address) (Contact Name) (Telephone Number) The Corporation hereby accepts reported by the subscription for Units as set forth Federal Reserve Bank of New York on the face page of this Subscription Agreement on the terms and conditions contained in the Subscription Agreement (including all applicable schedules) this ___ day of _________________, 2006. ROCKWELL VENTURES INC. Per: Authorized Signing Officer TERMS AND CONDITIONS OF SUBSCRIPTION FOR UNITSClosing Date)

per Unit. Each Unit consists is comprised of one share of common share stock in the capital of the Corporation Issuer (each, a “Common Share”) and one Common Share non-transferable common stock share purchase warrant (each, a “Warrant”). Each Warrant will shall entitle the holder thereof to purchase acquire one Common additional Share (each, a “Warrant Share”) at a price of $0.60 during 0.20 per Warrant Share until 5:00 p.m. (Eastern time) on the first year date of expiration of the Warrant, which is two years following the Closing Date (as hereinafter defined) $0.80 during defined herein), as set forth in the second year following the Closing Date and $1.00 during the third year following the Closing Date warrant certificate, a form of which is attached as Schedule “A” (the “Exercise PriceWarrant Certificate”); provided that, in respect of the third year the exercise of the Warrant is conditional upon the Corporation achieving Tier 1 status on the TSX Venture Exchange within the first two years following the Closing Date. The Subscriber agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Units” including without limitation the representations, warranties and covenants set forth in the applicable schedules attached thereto”. The Subscriber further agrees, without limitation, that the Corporation and the Agents (as hereinafter defined) may rely upon the Subscriber’s representations, warranties and covenants contained in such documents. Number of Units X CDN$0.50 Information ____________________________________________ = Units to be Purchased Number of Units:x $0.20 (Name of Subscriber) Aggregate Subscription Price: = Account Reference (if applicable): ________________________ X___________________________________________ Aggregate Subscription Price: $ (the “Subscription Amount”) (Signature of Subscriber – if the Subscriber is an Individual) X___________________________________________ (the “Subscription Price”) Account Reference (if applicable) If the Subscriber is signing as agent for a principal Per: ___________________________________ (“Beneficial Purchaser”) and is not a trust company or Signature of Authorized Signature portfolio manager, in either case, purchasing as trustee or agent for accounts fully managed by it, complete the following: ______________________________________ Official Capacity of Title Signatory – if the Subscriber is not an individualIndividual) ____________________________________________ (Name and Title of PrincipalAuthorized Signatory – if the Subscriber is not an Individual) ____________________________________________ (Name of individual whose signature appears above if different that the name SIN, SSN, or other Tax Identification Number of the subscriber printed _____________________________________ above.) (Principal's AddressSubscriber) ______________________________________ _____________________________________ (Subscriber’s Address) (Fax (Fax Number) Number, including city and province or state or residence) ______________________________________ _____________________________________ (Telephone Number) (Email Address) (Telephone Number) (Email Address) Registered Shareholder Information (if different from Delivery Instructions as set forth below: Subscriber): ______________________________________ _____________________________________ (Name) (Name) ______________________________________ _____________________________________ (Account Reference, if applicable) (Account Reference, if applicable) ______________________________________ ____________________________________________ (Address, including Postal Code) (Address) (Contact Name) (Telephone Number) The Corporation hereby accepts the subscription (Email Address) Please complete if purchasing as agent or trustee for Units a principal (beneficial purchaser) (a “Disclosed Principal”) and not purchasing as set forth on the face page of this Subscription Agreement on the terms and conditions contained in the Subscription Agreement (including all applicable schedules) this ___ day of trustee or agent for accounts fully managed by it. _______________________________________________ (Name of Disclosed Principal) _______________________________________________ (Address of Disclosed Principal) _______________________________________________ (Account Reference, 2006. ROCKWELL VENTURES INC. Per: Authorized Signing Officer TERMS AND CONDITIONS OF SUBSCRIPTION FOR UNITSif applicable) _______________________________________________ (SIN, SSN, or other Tax Identification Number of Disclosed Principal)

per Unit. Each Unit consists of one common share in the capital of the Corporation (a “Common Share”) and one Common Share purchase warrant (a “Warrant”). Each Warrant will entitle the holder thereof to purchase one Common Share (a “Warrant Share”) at a price of $0.60 during the first year following the Closing Date (as hereinafter defined) $0.80 during the second year following the Closing Date and $1.00 during the third year following the Closing Date one Warrant (as hereinafter defined). This offer of Units is part of an offering of up to 1,081,081 Units (the “Exercise PriceOffering”); provided that, in respect of the third year the exercise of the Warrant is conditional upon the Corporation achieving Tier 1 status on the TSX Venture Exchange within the first two years following the Closing Date. The Subscriber agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Units” including without limitation the representations, warranties and covenants set forth in the applicable schedules attached thereto. The Subscriber further agrees, without limitation, that each of the Corporation Company and Xxxxxxx Investment Company, Inc. (the Agents (as hereinafter defined“Placement Agent”) may rely upon the Subscriber’s representations, warranties and covenants contained in such documents. Please complete and sign the Accredited Investor Certificate – Exhibit A and the Selling Shareholder Questionnaire– Exhibit C SUBSCRIPTION AND SUBSCRIBER INFORMATION Please print all information (other than signatures), as applicable, in the space provided below Number of Units X CDN$0.50 Units: ______________________________________ = x $1.85 (Name of Subscriber) Aggregate Subscription Price= Account Reference (if applicable): ______________________________ By: _________________________________________________________________________ Aggregate Subscription Price: _______________________________________ (the “Subscription Price”) Account Reference (if applicable) If the Subscriber is signing as agent for a principal Per: Authorized Signature ___________________________________ (“Beneficial Purchaser”) and is not a trust company or Authorized Signature portfolio manager, in either case, purchasing as trustee or agent for accounts fully managed by it, complete the following: ______________________________________ (Official Capacity of or Title – if the Subscriber is not an individual) _____________________________________________________ (Name of individual whose signature appears above if different than the name of the subscriber printed above.) ____________________________________________________ (Subscriber’s Address, including Municipality and Province) ____________________________________________________ S.I.N. or Taxation Account of Subscriber ____________________________________________________ (Telephone Number) (Email Address) If the Subscriber is signing as agent for a principal (beneficial purchaser) and is not purchasing as trustee or agent for accounts fully managed by it, complete the following: ____________________________________________________ (Name of Principal) ______________________________________ (Name of individual whose signature appears above if different that the name of the subscriber printed _____________________________________ above.) (Principal's Address) ______________________________________ _____________________________________ (SubscriberPrincipal’s Address) (Fax (Fax Number) Number) Account Registration Information: ______________________________________ _____________________________________ (Telephone Number) (Email Address) (Telephone Number) (Email Address) Registered Shareholder Information (if different from Delivery Instructions as set forth below: Subscriber): ______________________________________ _____________________________________ (Name) (Name) ______________________________________ _____________________________________ (Account Reference, if applicable) (Account Reference, if applicable) ______________________________________ ______________________________________ (Address, including Postal Code) (Address) (Contact Name) (Telephone Number) The Corporation hereby accepts the subscription for Units Delivery Instructions as set forth on the face page of this Subscription Agreement on the terms and conditions contained in the Subscription Agreement (including all applicable schedules) this ___ day of below: __________________________________________________ (Name) ____________________________________________ (Account Reference, 2006. ROCKWELL VENTURES if applicable) __________________________________________________ (Address) __________________________________________________ (Contact Name) (Telephone Number) SUBSCRIPTION AGREEMENT FOR UNITS OF ANTRIABIO, INC. Per: Authorized Signing Officer TERMS AND CONDITIONS OF SUBSCRIPTION FOR UNITS(a Delaware corporation)

per Unit. Each Unit consists of one common share in the capital of the Corporation (a “"Common Share”") and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a “"Warrant”"). Each Warrant will entitle the holder thereof to purchase one Common Share (a “"Warrant Share”") at a price of $0.60 during 1.25 (the first year "Exercise Price") for a period of thirty (30) months following the Closing Date (as hereinafter defined) $0.80 during the second year following the Closing Date and $1.00 during the third year following the Closing Date (the “Exercise Price”); provided that, in respect if at any time the closing trading price of the third year Common Shares for any 20 consecutive trading days exceeds $2.50, the exercise Corporation may accelerate the expiry date of the Warrant is conditional upon Warrants by giving notice to the Corporation achieving Tier 1 status holders thereof and in such case the Warrants will expire on the TSX Venture Exchange within 30th calendar day after the first two years following the Closing Datedate on which such notice is deemed to have been received by such holders. The Subscriber agrees to be bound by the terms and conditions set forth in the attached “"Terms and Conditions of Subscription for Units” " including without limitation the representations, warranties and covenants set forth in the applicable schedules attached thereto. The Subscriber further agrees, without limitation, that the Corporation and the Agents Agent (as hereinafter defined) may rely upon the Subscriber’s 's representations, warranties and covenants contained in such documents. SUBSCRIPTION AND SUBSCRIBER INFORMATION Please print all information (other than Signatures), as applicable, in the space provided below Name of Subscriber Number of Units X CDN$0.50 Units: ___________________________X $0.90 = Account Reference (if applicable): ____________________________________ = (Name of Subscriber) Aggregate Subscription Price: ___________________________________ By: ____________________________________________________________ (the “Subscription Price”) Account Reference Authorized Signature (Official Capacity or Title - if applicablethe Subscriber is not an individual) If the Subscriber is signing as agent for a principal Per: ___________________________________ (“Beneficial Purchaser”beneficial purchaser) and is not a trust company or Authorized Signature portfolio manager, in either case, purchasing as a trustee or agent for accounts account fully managed by it, complete the following: ______________________________________ Official Capacity of Title – if the Subscriber is not an individual) ______________________________________ (Name of Principal) ______________________________________ (Name of individual whose signature appears above if different that than the name of the subscriber Subscriber printed _____________________________________ above.) (Name of Principal's Address) ______________________________________ _____________________________________ (Subscriber’s Address, including Municipality and Province) (Fax (Fax Number) Number) ______________________________________ _____________________________________ (Telephone Number) (Email Principal’s Address) (Telephone Number) (Email Address) Registered Shareholder Information (if different from Delivery Instructions as set forth below: Subscriber): ______________________________________ _____________________________________ (Name) (Name) ______________________________________ _____________________________________ (Account Reference, if applicable) (Account Reference, if applicable) ______________________________________ ______________________________________ (Address, including Postal Code) (Address) (Contact Name) (Telephone Number) The Corporation hereby accepts the subscription for Units as set forth on the face page of this Subscription Agreement on the terms and conditions contained in the Subscription Agreement (including all applicable schedules) this ___ day of _________________, 2006. ROCKWELL VENTURES INC. Per: Authorized Signing Officer TERMS AND CONDITIONS OF SUBSCRIPTION FOR UNITS)

per Unit. Each Unit consists shall consist of one (1) share of common share in the capital stock of the Corporation (a “Common Share”"COMMON SHARE") and one one-half (1/2) Common Share purchase warrant of the Corporation (a “Warrant”"WARRANT"). Each one (1) whole Warrant will shall entitle the holder thereof to purchase acquire one (1) Common Share (a “Warrant Share”"WARRANT SHARE") at a price equal to CAD$2.65 per Warrant Share for a period of $0.60 during eighteen (18) months from the first year following the Closing Date (as hereinafter defined) $0.80 during the second year following the Closing Date and $1.00 during the third year following the Closing Date (the “Exercise Price”); provided that, in respect date of issue of the third year the exercise of the Warrant is conditional upon the Corporation achieving Tier 1 status on the TSX Venture Exchange within the first two years following the Closing DateWarrants. The Subscriber agrees to be bound by the attached terms and conditions set forth in of subscription (the attached “Terms "TERMS AND CONDITIONS") and Conditions of Subscription for Units” including without limitation agrees that the Corporation and its agents and attorneys may rely upon the representations, warranties and covenants set forth contained therein and in the applicable schedules attached thereto. The Subscriber further agrees, without limitation, that the Corporation and the Agents Certificate (as hereinafter defined) may rely upon ). This subscription, plus the Subscriber’s representationsTerms and Conditions of the completed and executed Subscriber Certificate, warranties and covenants contained are collectively referred to as the "SUBSCRIPTION AGREEMENT" or the "AGREEMENT." SUBSCRIPTION AND SUBSCRIBER INFORMATION Please print all information (other than signatures), as applicable, in such documentsthe space provided below XXXXXXX, XXXXX & CO. Number of Units X CDN$0.50 ______________________________________ = Units*: 1,437,829 ------------------------------------- ------------------- (Name of Subscriber) Aggregate Subscription Share Price: _____________________ ______________________________________ (the “Subscription Price”) X CAD $ 2.20 Account Reference (if applicable): ------------ ---- Aggregate Subscription Price: USD $ 3,250,000 -------------------------- By: /S/ XXXXXX XXXXXXXXXX (the "SUBSCRIPTION PRICE") If the Subscriber is signing as agent for a principal Per: ___________________________________ (“Beneficial Purchaser”) and is not a trust company or -------------------------------- Authorized Signature portfolio manager, in either case, purchasing as trustee or agent for accounts fully managed by it, complete the following: ______________________________________ ------------------------------------- IF THE SUBSCRIBER IS SIGNING AS (Official Capacity of or Title – - if the AGENT FOR A PRINCIPAL (BENEFICIAL Subscriber is not an individual) ______________________________________ (Name of PrincipalPURCHASER) ______________________________________ AND IS NOT PURCHASING AS TRUSTEE OR AGENT FOR ACCOUNTS FULLY MANAGED BY IT, COMPLETE THE FOLLOWING AND ENSURE THAT THAT APPLICABLE EXHIBIT(S) ARE COMPLETED ON BEHALF OF SUCH PRINCIPAL: ------------------------------------- (Name of individual whose signature appears above if different that than the ------------------------------------ name of the subscriber Subscriber printed _____________________________________ above.) (Name of Principal) 00 XXXXX XXXXXX ------------------------------------ ------------------------------------- (Principal's Address) ______________________________________ _____________________________________ (Subscriber’s 's Address, including Xxxxx) XXX XXXX, XXX XXXX 00000 ------------------------------------- (Fax (Fax Number) Number) ______________________________________ _____________________________________ 000)000-0000 XXXXXX.XXXXXXXXXX@XX.XXX ------------------------------------------ (Telephone Number) (Email Address) *Calculated based on a fixed exchange rate of US$1.00 = CAD$ .9733 (Telephone Number) (Email Address) Registered Shareholder Information (if different from Delivery Instructions which is the noon buying rate as set forth below: Subscriber): ______________________________________ _____________________________________ (Name) (Name) ______________________________________ _____________________________________ (Account Reference, if applicable) (Account Reference, if applicable) ______________________________________ ______________________________________ (Address, including Postal Code) (Address) (Contact Name) (Telephone Number) The Corporation hereby accepts reported by the subscription for Units as set forth Federal Reserve Bank of New York on the face page of this Subscription Agreement on the terms and conditions contained in the Subscription Agreement (including all applicable schedules) this ___ day of _________________, 2006. ROCKWELL VENTURES INC. Per: Authorized Signing Officer TERMS AND CONDITIONS OF SUBSCRIPTION FOR UNITSClosing Date)