Common use of Representations, Warranties and Covenants of the Subscriber Clause in Contracts

Representations, Warranties and Covenants of the Subscriber. (a) The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that: (b) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber; (c) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound; (d) the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber; (e) if the Subscriber is resident in British Columbia and is not an Accredited Investor, the Subscriber is (check one or more of the following boxes): (A) a director, officer, employee or control person of the Company o (B) a spouse, parent, grandparent, brother, sister or child of a director, senior officer or control person of the Company o (C) a close personal friend of a director, senior officer or control person of the Company [ X ] (D) a close business associate of a director, senior officer or control person of the Company [ X ] (f) if the Subscriber has checked one or more of boxes B, C or D in paragraph 6.1(d) above, the director(s), senior officer(s), or control person(s) of the Company with whom the Subscriber has the relationship is : (g) the Subscriber is not a U.S. Person; (h) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person; (i) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement; (j) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber; (k) the Subscriber is acquiring the Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Shares in the United States or to U.S. Persons; (l) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s own account (except for the circumstances outlined in paragraph 6(o)), for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares; (m) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares; (n) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; (o) if the Subscriber is acquiring the Shares as a fiduciary or agent for one or more investor accounts: (i) the Subscriber has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account, and (ii) the investor accounts for which the Subscriber acts as a fiduciary or agent satisfy the definition of an “Accredited Investor”, as the term is defined Multilateral Instrument 45-103 adopted by the British Columbia Securities Commission; (p) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein; (q) the Subscriber is not aware of any advertisement of any of the Shares; and (r) no person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase any of the Shares; (ii) that any person will refund the purchase price of any of the Shares; (iii) as to the future price or value of any of the Shares; or (iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.

Representations, Warranties and Covenants of the Subscriber. The undersigned hereby represents and warrants to, and agrees with, the Company as follows: (a) The Subscriber hereby represents and warrants undersigned is an Accredited Investor, as specifically indicated in Exhibit C to and covenants with this Agreement, which is being delivered to the Company (which representations, warranties and covenants shall survive the Closing) that:herewith. (b) If a natural person, the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Subscriber is undersigned is: a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf bona fide resident of the Subscriber; (c) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result state or non-United States jurisdiction contained in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound; (d) the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber; (e) if the Subscriber is resident in British Columbia and is not an Accredited Investor, the Subscriber is (check one or more of the following boxes): (A) a director, officer, employee or control person of the Company o (B) a spouse, parent, grandparent, brother, sister or child of a director, senior officer or control person of the Company o (C) a close personal friend of a director, senior officer or control person of the Company [ X ] (D) a close business associate of a director, senior officer or control person of the Company [ X ] (f) if the Subscriber has checked one or more of boxes B, C or D in paragraph 6.1(d) above, the director(s), senior officer(s), or control person(s) of the Company with whom the Subscriber has the relationship is : (g) the Subscriber is not a U.S. Person; (h) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person; (i) the Subscriber is resident in the jurisdiction address set out under the heading “Name and Address of Subscriber” forth on the signature page of this Subscription Agreement as the undersigned’s home address; at least twenty-one (21) years of age; and legally competent to execute the Transaction Documents. If an entity, the undersigned has its principal offices or principal place of business in the state or non-United States jurisdiction contained in the address set forth on the signature page of this Agreement;, the individual signing on behalf of the undersigned is duly authorized to execute the Transaction Documents. (c) Each of the Transaction Documents has been duly executed and delivered by the undersigned and constitutes the legal, valid and binding obligation of the undersigned, enforceable against the undersigned in accordance with its terms. (d) Neither the execution, delivery nor performance of the Transaction Documents by the undersigned violates or conflicts with, creates (with or without the giving of notice or the lapse of time, or both) a default under or a lien or encumbrance upon any of the undersigned’s assets or properties pursuant to, or requires the consent, approval or order of any government or governmental agency or other person or entity under (i) any note, indenture, lease, license or other agreement to which the undersigned is a party or by which it or any of its assets or properties is bound or (ii) any statute, law, rule, regulation or court decree binding upon or applicable to the undersigned or its assets or properties. If the undersigned is not a natural person, the execution, delivery and performance by the undersigned of the Transaction Documents, have been duly authorized by all necessary corporate or other action on behalf of the undersigned and such execution, delivery and performance does not and will not constitute a breach or violation of, or default under, the charter or by-laws or equivalent governing documents of the undersigned. (e) The undersigned has received, read carefully and is familiar with the Transaction Documents and the Nephros SEC Filings. (f) The undersigned is familiar with the business, plans and financial condition of the Company, the terms of the Offering and any other matters relating to the Offering; the undersigned has received all materials which have been requested by the undersigned; the undersigned has had a reasonable opportunity to ask questions of the Company and its representatives, and the Company has answered to the satisfaction of the undersigned all inquiries that the undersigned or the undersigned’s representatives have put to it. The undersigned has had access to all additional information that the undersigned has deemed necessary to verify the accuracy of the information set forth in this Agreement and the Nephros SEC Filings, and has taken all the steps necessary to evaluate the merits and risks of an investment as proposed under this Agreement. (g) The undersigned acknowledges that this subscription is and shall be irrevocable and this subscription and the agreements contained herein shall survive the insolvency, death or disability of the undersigned (as applicable), except that the undersigned shall have no obligation hereunder in the event that its subscription is for any reason rejected or the Offering is cancelled or terminated by the Company, which the Company reserves the right to do in its sole and absolute discretion and for any reason. (h) The undersigned or the undersigned’s purchaser representative has such knowledge and experience in finance, securities, taxation, investments and other business matters so as to be able to protect the interests of the undersigned in connection with this transaction, and the undersigned’s investment in the Company hereunder is not material when compared to the undersigned’s total financial capacity. (i) The undersigned hereby acknowledges and represents that: (i) the undersigned has prior investment experience, including investment in securities which are non-listed, unregistered and/or not traded on an automated quotation system; (ii) the undersigned recognizes the highly speculative nature of this investment; and (iii) the undersigned is able to bear the economic risk which the undersigned hereby assumes. (j) The undersigned understands the sale various risks of an investment in the Shares Company as proposed herein and can afford to bear such risks, including, without limitation, the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from risks of losing the applicable securities legislation of the jurisdiction of residence of the Subscriber;entire investment. (k) The undersigned acknowledges that no liquid market for the Subscriber Subject Securities presently exists and none may develop in the future and that the undersigned may find it impossible to liquidate the investment at a time when it may be desirable to do so, or at any other time. (l) The undersigned has been advised by the Company and understands that none of the Subject Securities have been registered under the Securities Act, that the Subject Securities are being offered and issued on the basis of the statutory exemption provided by Section 4(2) of the Securities Act, Regulation D promulgated thereunder or both, relating to transactions by an issuer not involving any public offering and under similar exemptions under certain state securities laws; that this transaction has not been reviewed by, passed on or submitted to any United States Federal or state agency or self-regulatory organization where an exemption is acquiring being relied upon; and that the Shares Company’s reliance thereon is based in part upon the representations made by the undersigned in this Agreement. (m) The undersigned acknowledges that the undersigned has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of the Subject Securities. In particular, the undersigned agrees that no sale, assignment or transfer of any of the Subject Securities acquired by the undersigned shall be valid or effective, and the Company shall not be required to give any effect to such a sale, assignment or transfer, unless (i) the sale, assignment or transfer of such Subject Securities is registered under the Securities Act, it being understood that the Subject Securities are not currently registered for sale and that the Company has no obligation or intention to so register the Interests, except as contemplated by the terms of the Registration Rights Agreement; (ii) the Subject Securities are sold, assigned or transferred in accordance with all the requirements and limitations of an exemption from registration under the Securities Act. The undersigned further understands that an opinion of counsel satisfactory to the Company and other documents may be required to transfer the Subject Securities. (n) The undersigned acknowledges that the Subject Securities to be acquired will be subject to a stop transfer order and any certificate or certificates evidencing any Subject Securities shall bear the following or a substantially similar legend and such other legends as may be required by state blue sky laws: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.” (o) The undersigned will acquire the Subject Securities for the undersigned’s own account (or, if such individual is married, for the joint account of the undersigned and the undersigned’s spouse either in joint tenancy, tenancy by the entirety or tenancy in common) for investment only and not with a view to resale the sale or distribution andthereof or the granting of any participation therein in violation of the securities laws, in particular, it and has no present intention of distributing or selling to distribute either directly or indirectly others any of such interest or granting any participation therein in violation of the Shares securities laws. (p) In subscribing for 6% Notes, the undersigned is not relying on any representations and warranties of the Company other than those in this Agreement. (q) The undersigned is not subscribing for 6% Notes as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person other than a representative of the Company with which the undersigned had a pre-existing relationship in connection with investments in securities generally. (r) The undersigned is not relying on the Company with respect to the tax and other economic considerations of an investment. (s) The undersigned understands that the net proceeds from all subscriptions paid and accepted pursuant to the Offering (after deduction for any commissions, discounts, consulting fees and other expenses of the Offering) may be used for such purposes as the Company determines from time to time. (t) The undersigned acknowledges that the representations, warranties and agreements made by the undersigned herein shall survive the execution and delivery of this Agreement and the purchase of the 6% Notes. (u) The undersigned has consulted the undersigned’s own financial, legal and tax advisors with respect to the economic, legal and tax consequences of an investment in the Subject Securities and has not relied on the Company, its officers, directors or professional advisors for advice as to such consequences. (v) Except as set forth on the signature page hereto, the undersigned has not engaged any broker or other person or entity that is entitled to a commission, fee or other remuneration as a result of the execution, delivery or performance of this Agreement. (w) The undersigned is not now nor shall it be at any time prior to or at the closing with respect to the undersigned’s subscription (the “Closing”) a person or entity (a “Person”) with whom a United States citizen, entity organized under the laws of the United States or its territories or entity having its principal place of business within the United States or any of its territories (collectively, a “U.S. Person”), is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists published by the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) (including those executive orders and lists published by OFAC with respect to Persons that have been designated by executive order or by the sanction regulations of OFAC as Persons with whom U.S. Persons may not transact business or must limit their interactions to types approved by OFAC “Specially Designated Nationals and Blocked Persons”) or otherwise. Neither the undersigned nor any Person who owns an interest in the undersigned (collectively, a “Purchaser Party”) is now nor shall be at any time prior to or at the Closing a Person with whom a U.S. Person, including a United States Financial Institution as defined in 31 U.S.C. Section 5312, as amended (“Financial Institution”), is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists published by the OFAC (including those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons) or otherwise. (x) The undersigned has taken, and shall continue to take until the Closing, such measures as are required by law to assure that the funds used to pay to the Company the purchase price for the Subject Securities are derived: (i) from transactions that do not violate United States law nor, to the extent such funds originate outside the United States, do not violate the laws of the jurisdiction in which they originated; and (ii) from permissible sources under United States law and to the extent such funds originate outside the United States, under the laws of the jurisdiction in which they originated. (y) To the best of the undersigned’s knowledge, neither the undersigned nor any Purchaser Party, nor any Person providing funds to the undersigned: (i) is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist related activities, any crimes which in the United States would be predicate crimes to money laundering, or to U.S. Persons; any violation of any Anti-Money Laundering Laws (l) the Subscriber is outside the United States when receiving and executing as hereinafter defined in this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s own account (except for the circumstances outlined in paragraph 6(oSection 4(y)), for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares; (m) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares; (n) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Sharesbeen assessed civil or criminal penalties under any Anti-Money Laundering Laws; and or (iii) has the ability to bear the economic risks had any of its prospective investment funds seized or forfeited in any action under any Anti-Money Laundering Laws. For purposes of this Section 4(y), the term “Anti-Money Laundering Laws” shall mean laws, regulations and can afford the complete loss of such investment; (o) if the Subscriber is acquiring the Shares as a fiduciary or agent for one or more investor accounts: sanctions, state and federal, criminal and civil, that: (i) limit the Subscriber has sole investment discretion with respect to each such account and it has full power to make use of and/or seek the foregoing acknowledgements, representations and agreements on behalf forfeiture of such account, and proceeds from illegal transactions; (ii) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the investor accounts for which the Subscriber acts as a fiduciary or agent satisfy the definition interests of an “Accredited Investor”, as the term is defined Multilateral Instrument 45-103 adopted by the British Columbia Securities Commission; (p) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the SharesStates; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein; (q) the Subscriber is not aware of any advertisement of any of the Shares; and (r) no person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase any of the Shares; (ii) that any person will refund the purchase price of any of the Shares; (iii) as to the future price or value of any require identification and documentation of the Sharesparties with whom a Financial Institution conducts business; or or (iv) that any are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the Shares will be listed USA PATRIOT Act of 2001, Pub. L. No. 107-56 (the “Patriot Act”), the Bank Secrecy Act, 31 U.S.C. Section 5311 et. seq. (the “Bank Secrecy Act”), the Trading with the Enemy Act, 50 U.S.C. Appendix, the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and posted for trading on any stock exchange or automated dealer quotation system or that application has been made the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to list prevention and post any detection of the Shares of the Company on any stock exchange or automated dealer quotation systemmoney laundering in 18 U.S.C. Sections 1956 and 1957.

Representations, Warranties and Covenants of the Subscriber. (a) The Subscriber hereby represents and warrants to to, and covenants with agrees with, the Company (which representations, warranties and covenants shall survive the Closing) thatas follows: (ba) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the The Subscriber is a corporation, it an “Accredited Investor” as that term is duly incorporated and validly subsisting defined in Rule 501(a) of Regulation D promulgated under the laws of its jurisdiction of incorporation Securities Act, and all necessary approvals by its directors, shareholders and others have been obtained as specifically indicated in Exhibit A to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber; (c) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable toAgreement, or the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound; (d) the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber; (e) if the Subscriber is resident in British Columbia and is not an Accredited Investor, the Subscriber is (check one or more of the following boxes): (A) a director, officer, employee or control person of the Company o (B) a spouse, parent, grandparent, brother, sister or child of a director, senior officer or control person of the Company o (C) a close personal friend of a director, senior officer or control person of the Company [ X ] (D) a close business associate of a director, senior officer or control person of the Company [ X ] (f) if the Subscriber has checked one or more of boxes B, C or D in paragraph 6.1(d) above, the director(s), senior officer(s), or control person(s) of the Company with whom the Subscriber has the relationship is : (g) the Subscriber is not a U.S. “US Person;” as that term is defined in Regulation S promulgated under the Securities Act. (hb) If a natural person, the Subscriber is not acquiring is: a bona fide resident of the Shares for the account state or benefit of, directly or indirectly, any U.S. Person; (i) the Subscriber is resident non-United States jurisdiction contained in the jurisdiction address set out under the heading “Name and Address of Subscriber” forth on the signature page of this Subscription Agreement as the Subscriber’s home address; at least 21 years of age; and legally competent to execute this Agreement;. If an entity, the Subscriber has its principal offices or principal place of business in the state or non-United States jurisdiction contained in the address set forth on the signature page of this Agreement, the individual signing on behalf of the Subscriber is duly authorized to execute this Agreement. (c) This Agreement has been duly executed and delivered by the Subscriber and constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. (d) Neither the execution, delivery or performance of this Agreement by the Subscriber violates or conflicts with, creates (with or without the giving of notice or the lapse of time, or both) a default under or a lien or encumbrance upon any of the Subscriber’s assets or properties pursuant to, or requires the consent, approval or order of any government or governmental agency or other person or entity under (i) any note, indenture, lease, license or other material agreement to which the Subscriber is a party or by which it or any of its assets or properties is bound or (ii) any statute, law, rule, regulation or court decree binding upon or applicable to the Subscriber or its assets or properties. If the Subscriber is not a natural person, the execution, delivery and performance by the Subscriber of this Agreement, and all other documents relating to an investment by Subscriber in the Shares, have been duly authorized by all necessary corporate or other action on behalf of the Subscriber and such execution, delivery and performance does not and will not constitute a breach or violation of, or default under, the charter or by-laws or equivalent governing documents of the Subscriber. (e) The Subscriber has received, read carefully and is familiar with this Agreement; the Certificate of Designation for the Series B1 Preferred Stock; and the form of Warrant. (f) The Subscriber, together with its professional advisor, is familiar with the Company’s business, plans and financial condition, the terms of the Offering and any other matters relating to the Offering; the Subscriber has received all materials which have been requested by the Subscriber; has had a reasonable opportunity to ask questions of the Company and its representatives; and the Company has answered to the satisfaction of the Subscriber all inquiries that the Subscriber or the Subscriber’s representatives have put to it. The Subscriber has had access to all additional information that the Subscriber has deemed necessary to verify the accuracy of the information set forth in this Agreement and the Other Offer Documents, and has taken all the steps necessary to evaluate the merits and risks of an investment as proposed under this Agreement and the Other Offer Documents. (g) The Subscriber acknowledges that this subscription is and shall be irrevocable and this subscription and the agreements contained herein shall survive the insolvency, death or disability of the Subscriber (as applicable), except that the Subscriber shall have no obligation hereunder in the event that its subscription is for any reason rejected or the Offering is cancelled or terminated by the Company, which the Company reserves the right to do in its sole and absolute discretion and for any reason. (h) The Subscriber or the Subscriber’s purchaser representative has such knowledge and experience in finance, securities, taxation, investments and other business matters so as to be able to protect the interests of the Subscriber in connection with this transaction. (i) The Subscriber understands the various risks of an investment in the Company as proposed herein and can afford to bear such risks, including, without limitation, the risks of losing the entire investment. (j) The Subscriber acknowledges that no market for the Shares (or the Common Shares into which they are convertible) presently exists and none may develop in the future and that the Subscriber may find it impossible to liquidate the investment at a time when it may be desirable to do so, or at any other time. (k) The Subscriber has been advised by the Company that neither the Shares nor the Warrants being offered (or the Common Shares into which the Shares are convertible of for which the Warrants are exercisable) have been registered under the Securities Act, that the Shares and the Warrants will be issued on the basis of the statutory exemption provided by Section 4(2) of the Securities Act or Regulation D promulgated thereunder, or both, relating to transactions by an issuer not involving any public offering and under similar exemptions under certain state securities laws; that this transaction has not been reviewed by, passed on or submitted to any United States Federal or state agency or self-regulatory organization where an exemption is being relied upon; and that the Company’s reliance thereon is based in part upon the representations made by the Subscriber in this Agreement. (l) The Subscriber acknowledges that the Subscriber has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of the Shares and the Warrants acquired hereunder (or the Common Shares into which the Shares are convertible of for which the Warrants are exercisable). In particular, the Subscriber agrees that no sale, assignment or transfer of any of the Shares or the Warrants acquired by the Subscriber (or the Common Shares into which the Shares are convertible of for which the Warrants are exercisable) shall be valid or effective, and the Company shall not be required to give any effect to such a sale, assignment or transfer, unless (i) the sale, assignment or transfer of such Shares or Warrants are registered under the Securities Act, it being understood that the Shares or the Warrants are not currently registered for sale and that the Company has no obligation or intention to so register the Shares or the Warrants, except as contemplated by the terms of this Agreement; (ii) the Shares (or the Common Shares into which the Shares are convertible of for which the Warrants are exercisable) are sold, assigned or transferred in accordance with all the requirements and limitations of Rule 144 under the Securities Act (it being understood that Rule 144 is not available at the present time for the sale of the Shares to or the Subscriber as contemplated in this Subscription Agreement complies with Warrants), or (iii) such sale, assignment or transfer is otherwise exempt from registration under the applicable securities legislation Securities Act, including Regulation S promulgated thereunder. The Subscriber further understands that an opinion of counsel and other documents may be required to transfer the jurisdiction of residence of Shares or the Subscriber;Warrants. (km) the The Subscriber is acquiring acknowledges that the Shares for investment only to be acquired will be subject to a stop transfer order and not with any certificate or certificates evidencing any Shares shall bear the following or a view substantially similar legend and such other legends as may be required by state blue sky laws: “THE SHARES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.” The Subscriber acknowledges that the Warrants to resale be acquired will be subject to a stop transfer order and the certificate or distribution andcertificates evidencing the Warrants shall bear the following or a substantially similar legend and such other legends as may be required by state blue sky laws: “THE WARRANTS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, in particularAS AMENDED (THE “SECURITIES ACT”), it has no intention to distribute either directly or indirectly any of OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.” (n) The Subscriber will acquire the Shares in and the United States or to U.S. Persons; (l) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal Warrants for the Subscriber’s own account (except or, if such individual is married, for the circumstances outlined joint account of the Subscriber and the Subscriber’s spouse either in paragraph 6(o))joint tenancy, tenancy by the entirety or tenancy in common) for investment purposes only, and not with a view toto the sale or distribution thereof or the granting of any participation therein in violation of the securities laws, and has no present intention of distributing or selling to others any of such interest or granting any participation therein in violation of the securities laws. (o) No representation, guarantee or warranty has been made to the Subscriber by any broker, the Company, any of the officers, directors, stockholders, partners, employees or agents of any of them, or forany other persons, resalewhether expressly or by implication, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;that: (mI) the Company or the Subscriber is not an underwriter ofwill realize any given percentage of profits and/or amount or type of consideration, profit or dealer in, loss as a result of the common shares Company’s activities or the Subscriber’s investment in the Company; or (II) the past performance or experience of the management of the Company, nor is or of any other person, will in any way indicate the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution predictable results of the Shares; (n) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable ownership of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; (o) if the Subscriber is acquiring the Shares as a fiduciary or agent for one the Warrants or more investor accounts: (i) of the Subscriber has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account, and (ii) the investor accounts for which the Subscriber acts as a fiduciary or agent satisfy the definition of an “Accredited Investor”, as the term is defined Multilateral Instrument 45-103 adopted by the British Columbia Securities Commission;Company’s activities. (p) The Subscriber is not subscribing for the Shares or the Warrants as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or similar gathering; or any solicitation of a subscription by a person, other than Company personnel, previously not known to the undersigned. (q) The Subscriber is not relying on the Company with respect to the tax considerations or the economic merit of an investment. (r) The Subscriber understands that the net proceeds from all subscriptions paid and accepted pursuant to the Offering (after deduction for commissions, discounts and expenses of the Offering) will be used in all material respects to fund the business and operations of the Company in the discretion of management. (s) The Subscriber acknowledges that the representations, warranties and agreements made by the Subscriber herein shall survive the execution and delivery of this Agreement and the purchase of the Shares and the Warrants. (t) The Subscriber has consulted the Subscriber’s own financial, legal and tax advisors with respect to the economic, legal and tax consequences of an investment in the Shares and the Warrants and has not relied on the Other Offer Documents or the Company, its officers, directors or professional advisors for advice as to such consequences. (u) Except as set forth on the signature page hereto, the Subscriber has not acquired the Shares engaged any broker or other person or entity that is entitled to a commission, fee or other remuneration as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Shares which would include any activities undertaken for the purpose ofexecution, delivery or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale performance of any of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein; (q) the Subscriber is not aware of any advertisement of any of the Shares; and (r) no person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase any of the Shares; (ii) that any person will refund the purchase price of any of the Shares; (iii) as to the future price or value of any of the Shares; or (iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation systemthis Agreement.

Representations, Warranties and Covenants of the Subscriber. (a) The Subscriber hereby represents and warrants to to, and covenants with agrees with, the Company as follows: (which representationsa) The Subscriber is an “Accredited Investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, warranties and covenants shall survive the Closing) that:as specifically indicated in Exhibit A to this Agreement. (b) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Subscriber is If a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber; (c) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents ofnatural person, the Subscriber or of any agreement, written or oral, to which the Subscriber may be is: a party or by which the Subscriber is or may be bound; (d) the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement bona fide resident of the Subscriber enforceable against the Subscriber; (e) if the Subscriber is resident in British Columbia and is not an Accredited Investor, the Subscriber is (check one state or more of the following boxes): (A) a director, officer, employee or control person of the Company o (B) a spouse, parent, grandparent, brother, sister or child of a director, senior officer or control person of the Company o (C) a close personal friend of a director, senior officer or control person of the Company [ X ] (D) a close business associate of a director, senior officer or control person of the Company [ X ] (f) if the Subscriber has checked one or more of boxes B, C or D in paragraph 6.1(d) above, the director(s), senior officer(s), or control person(s) of the Company with whom the Subscriber has the relationship is : (g) the Subscriber is not a U.S. Person; (h) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person; (i) the Subscriber is resident non-United States jurisdiction contained in the jurisdiction address set out under the heading “Name and Address of Subscriber” forth on the signature page of this Subscription Agreement as the Subscriber’s home address; at least 21 years of age; and legally competent to execute this Agreement;. If an entity, the Subscriber has its principal offices or principal place of business in the state or non-United States jurisdiction contained in the address set forth on the signature page of this Agreement, the individual signing on behalf of the Subscriber is duly authorized to execute this Agreement. (c) This Agreement has been duly executed and delivered by the Subscriber and constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. (d) Neither the execution, delivery or performance of this Agreement by the Subscriber violates or conflicts with, creates (with or without the giving of notice or the lapse of time, or both) a default under or a lien or encumbrance upon any of the Subscriber’s assets or properties pursuant to, or requires the consent, approval or order of any government or governmental agency or other person or entity under (i) any note, indenture, lease, license or other material agreement to which the Subscriber is a party or by which it or any of its assets or properties is bound or (ii) any statute, law, rule, regulation or court decree binding upon or applicable to the Subscriber or its assets or properties. If the Subscriber is not a natural person, the execution, delivery and performance by the Subscriber of this Agreement, and all other documents relating to an investment by Subscriber in the Shares, have been duly authorized by all necessary corporate or other action on behalf of the Subscriber and such execution, delivery and performance does not and will not constitute a breach or violation of, or default under, the charter or by-laws or equivalent governing documents of the Subscriber. (e) The Subscriber has received, read carefully and is familiar with this Agreement; the Certificate of Designation for the Series B1 Preferred Stock; and the form of Warrant. (f) The Subscriber, together with its professional advisor, is familiar with the Company’s business, plans and financial condition, the terms of the Offering and any other matters relating to the Offering; the Subscriber has received all materials which have been requested by the Subscriber; has had a reasonable opportunity to ask questions of the Company and its representatives; and the Company has answered to the satisfaction of the Subscriber all inquiries that the Subscriber or the Subscriber’s representatives have put to it. The Subscriber has had access to all additional information that the Subscriber has deemed necessary to verify the accuracy of the information set forth in this Agreement and the Other Offer Documents, and has taken all the steps necessary to evaluate the merits and risks of an investment as proposed under this Agreement and the Other Offer Documents. (g) The Subscriber acknowledges that this subscription is and shall be irrevocable and this subscription and the agreements contained herein shall survive the insolvency, death or disability of the Subscriber (as applicable), except that the Subscriber shall have no obligation hereunder in the event that its subscription is for any reason rejected or the Offering is cancelled or terminated by the Company, which the Company reserves the right to do in its sole and absolute discretion and for any reason. (h) The Subscriber or the Subscriber’s purchaser representative has such knowledge and experience in finance, securities, taxation, investments and other business matters so as to be able to protect the interests of the Subscriber in connection with this transaction. (i) The Subscriber understands the various risks of an investment in the Company as proposed herein and can afford to bear such risks, including, without limitation, the risks of losing the entire investment. (j) The Subscriber acknowledges that no market for the Shares (or the Common Shares into which they are convertible) presently exists and none may develop in the future and that the Subscriber may find it impossible to liquidate the investment at a time when it may be desirable to do so, or at any other time. (k) The Subscriber has been advised by the Company that neither the Shares nor the Warrants being offered (or the Common Shares into which the Shares are convertible of for which the Warrants are exercisable) have been registered under the Securities Act, that the Shares and the Warrants will be issued on the basis of the statutory exemption provided by Section 4(2) of the Securities Act or Regulation D promulgated thereunder, or both, relating to transactions by an issuer not involving any public offering and under similar exemptions under certain state securities laws; that this transaction has not been reviewed by, passed on or submitted to any United States Federal or state agency or self-regulatory organization where an exemption is being relied upon; and that the Company’s reliance thereon is based in part upon the representations made by the Subscriber in this Agreement. (l) The Subscriber acknowledges that the Subscriber has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of the Shares and the Warrants acquired hereunder (or the Common Shares into which the Shares are convertible of for which the Warrants are exercisable). In particular, the Subscriber agrees that no sale, assignment or transfer of any of the Shares or the Warrants acquired by the Subscriber (or the Common Shares into which the Shares are convertible of for which the Warrants are exercisable) shall be valid or effective, and the Company shall not be required to give any effect to such a sale, assignment or transfer, unless (i) the sale, assignment or transfer of such Shares or Warrants are registered under the Securities Act, it being understood that the Shares or the Warrants are not currently registered for sale and that the Company has no obligation or intention to so register the Shares or the Warrants, except as contemplated by the terms of this Agreement; (ii) the Shares (or the Common Shares into which the Shares are convertible of for which the Warrants are exercisable) are sold, assigned or transferred in accordance with all the requirements and limitations of Rule 144 under the Securities Act (it being understood that Rule 144 is not available at the present time for the sale of the Shares to or the Subscriber as contemplated in this Subscription Agreement complies with Warrants), or (iii) such sale, assignment or transfer is otherwise exempt from registration under the applicable securities legislation Securities Act, including Regulation S promulgated thereunder. The Subscriber further understands that an opinion of counsel and other documents may be required to transfer the jurisdiction of residence of Shares or the Subscriber;Warrants. (km) the The Subscriber is acquiring acknowledges that the Shares for investment only to be acquired will be subject to a stop transfer order and not with any certificate or certificates evidencing any Shares shall bear the following or a view substantially similar legend and such other legends as may be required by state blue sky laws: “THE SHARES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.” The Subscriber acknowledges that the Warrants to resale be acquired will be subject to a stop transfer order and the certificate or distribution andcertificates evidencing the Warrants shall bear the following or a substantially similar legend and such other legends as may be required by state blue sky laws: “THE WARRANTS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, in particularAS AMENDED (THE “SECURITIES ACT”), it has no intention to distribute either directly or indirectly any of OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.” (n) The Subscriber will acquire the Shares in and the United States or to U.S. Persons; (l) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal Warrants for the Subscriber’s own account (except or, if such individual is married, for the circumstances outlined joint account of the Subscriber and the Subscriber’s spouse either in paragraph 6(o))joint tenancy, tenancy by the entirety or tenancy in common) for investment purposes only, and not with a view toto the sale or distribution thereof or the granting of any participation therein in violation of the securities laws, and has no present intention of distributing or selling to others any of such interest or granting any participation therein in violation of the securities laws. (o) No representation, guarantee or warranty has been made to the Subscriber by any broker, the Company, any of the officers, directors, stockholders, partners, employees or agents of any of them, or forany other persons, resalewhether expressly or by implication, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;that: (mI) the Company or the Subscriber is not an underwriter ofwill realize any given percentage of profits and/or amount or type of consideration, profit or dealer in, loss as a result of the common shares Company’s activities or the Subscriber’s investment in the Company; or (II) the past performance or experience of the management of the Company, nor is or of any other person, will in any way indicate the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution predictable results of the Shares; (n) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable ownership of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; (o) if the Subscriber is acquiring the Shares as a fiduciary or agent for one the Warrants or more investor accounts: (i) of the Subscriber has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account, and (ii) the investor accounts for which the Subscriber acts as a fiduciary or agent satisfy the definition of an “Accredited Investor”, as the term is defined Multilateral Instrument 45-103 adopted by the British Columbia Securities Commission;Company’s activities. (p) The Subscriber is not subscribing for the Shares or the Warrants as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or similar gathering; or any solicitation of a subscription by a person, other than Company personnel, previously not known to the undersigned. (q) The Subscriber is not relying on the Company with respect to the tax considerations or the economic merit of an investment. (r) The Subscriber understands that the net proceeds from all subscriptions paid and accepted pursuant to the Offering (after deduction for commissions, discounts and expenses of the Offering) will be used in all material respects to fund the business and operations of the Company in the discretion of management. (s) The Subscriber acknowledges that the representations, warranties and agreements made by the Subscriber herein shall survive the execution and delivery of this Agreement and the purchase of the Shares and the Warrants. (t) The Subscriber has consulted the Subscriber’s own financial, legal and tax advisors with respect to the economic, legal and tax consequences of an investment in the Shares and the Warrants and has not relied on the Other Offer Documents or the Company, its officers, directors or professional advisors for advice as to such consequences. (u) Except as set forth on the signature page hereto, the Subscriber has not acquired the Shares engaged any broker or other person or entity that is entitled to a commission, fee or other remuneration as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Shares which would include any activities undertaken for the purpose ofexecution, delivery or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale performance of any of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein; (q) the Subscriber is not aware of any advertisement of any of the Shares; and (r) no person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase any of the Shares; (ii) that any person will refund the purchase price of any of the Shares; (iii) as to the future price or value of any of the Shares; or (iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation systemthis Agreement.

Representations, Warranties and Covenants of the Subscriber. (a) The Subscriber hereby represents and warrants to to, and covenants with agrees with, the Company as follows: (which representationsa) The Subscriber is an “Accredited Investor” as that term is de­fined in Rule 501(a) of Regulation D promulgated under the Securities Act, warranties and covenants shall survive the Closing) that:as spe­cifically indicated in Exhibit A to this Agreement. (b) If a natural person, the Subscriber is: a bona fide resident of the state or non-United States jurisdiction contained in the address set forth on the signa­ture page of this Agreement as the Subscriber’s home address; at least 21 years of age; and legally competent to execute this Agreement. If an entity, the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporation, it is duly incorporated and validly subsisting under the laws its principal offices or principal place of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber; (c) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result business in the violation of any of the terms and provisions of any law applicable to, state or the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound; (d) the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber; (e) if the Subscriber is resident in British Columbia and is not an Accredited Investor, the Subscriber is (check one or more of the following boxes): (A) a director, officer, employee or control person of the Company o (B) a spouse, parent, grandparent, brother, sister or child of a director, senior officer or control person of the Company o (C) a close personal friend of a director, senior officer or control person of the Company [ X ] (D) a close business associate of a director, senior officer or control person of the Company [ X ] (f) if the Subscriber has checked one or more of boxes B, C or D in paragraph 6.1(d) above, the director(s), senior officer(s), or control person(s) of the Company with whom the Subscriber has the relationship is : (g) the Subscriber is not a U.S. Person; (h) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person; (i) the Subscriber is resident non-United States jurisdic­tion contained in the jurisdiction address set out under the heading “Name and Address of Subscriber” forth on the signature page of this Subscription Agreement;, the indi­vidual signing on behalf of the Subscriber is duly authorized to execute this Agreement. (c) This Agreement has been duly executed and delivered by the Subscriber and constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. (d) Neither the execution, delivery or performance of this Agree­ment by the Subscriber violates or conflicts with, creates (with or without the giv­ing of notice or the lapse of time, or both) a default under or a lien or encumbrance upon any of the Subscriber’s assets or properties pursuant to, or requires the consent, approval or order of any government or governmental agency or other person or entity under (i) any note, indenture, lease, license or other material agreement to which the Subscriber is a party or by which it or any of its assets or properties is bound or (ii) any statute, law, rule, regulation or court decree binding upon or applicable to the Subscriber or its assets or properties. If the Subscriber is not a natural person, the execution, delivery and per­formance by the Subscriber of this Agreement, and all other documents relating to an in­vestment by Subscriber in the Shares, have been duly authorized by all necessary corpo­rate or other action on behalf of the Subscriber and such execution, delivery and perform­ance does not and will not constitute a breach or violation of, or default under, the charter or by-laws or equivalent governing documents of the Subscriber. (e) The Subscriber has received, read carefully and is familiar with this Agreement; the Certificate of Designation for the Series B1 Preferred Stock; and the form of Warrant. (f) The Subscriber, together with its professional advisor, is fa­miliar with the Company’s business, plans and financial condition, the terms of the Of­fering and any other matters relating to the Offering; the Subscriber has received all ma­terials which have been requested by the Subscriber; has had a reasonable opportunity to ask questions of the Company and its representatives; and the Company has answered to the satisfaction of the Subscriber all inquiries that the Subscriber or the Subscriber’s rep­resentatives have put to it. The Subscriber has had access to all additional information that the Subscriber has deemed necessary to verify the accuracy of the information set forth in this Agreement and the Other Offer Documents, and has taken all the steps nec­essary to evaluate the merits and risks of an investment as proposed under this Agreement and the Other Offer Documents. (g) The Subscriber acknowledges that this subscription is and shall be irrevocable and this subscription and the agreements contained herein shall sur­vive the insolvency, death or disability of the Subscriber (as applicable), except that the Subscriber shall have no obligation hereunder in the event that its subscription is for any reason rejected or the Offering is cancelled or terminated by the Company, which the Company reserves the right to do in its sole and absolute discretion and for any reason. (h) The Subscriber or the Subscriber’s purchaser representative has such knowledge and experience in finance, securities, taxation, investments and other business matters so as to be able to protect the interests of the Subscriber in connection with this transaction. (i) The Subscriber understands the various risks of an invest­ment in the Company as proposed herein and can afford to bear such risks, including, without limitation, the risks of losing the entire investment. (j) The Subscriber acknowledges that no market for the Shares (or the Common Shares into which they are convertible) presently exists and none may develop in the future and that the Subscriber may find it impossible to liquidate the in­vestment at a time when it may be desirable to do so, or at any other time. (k) The Subscriber has been advised by the Company that nei­ther the Shares nor the Warrants being offered (or the Common Shares into which the Shares are convertible of for which the Warrants are exercisable) have been registered under the Securities Act, that the Shares and the Warrants will be issued on the basis of the statutory exemption provided by Section 4(2) of the Securities Act or Regulation D promulgated thereunder, or both, relating to transactions by an issuer not involving any public offering and under similar exemptions under certain state securities laws; that this transaction has not been reviewed by, passed on or submitted to any United States Fed­eral or state agency or self-regulatory organization where an exemption is being relied upon; and that the Company’s reliance thereon is based in part upon the representations made by the Subscriber in this Agreement. (l) The Subscriber acknowledges that the Subscriber has been in­formed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of the Shares and the Warrants acquired hereunder (or the Common Shares into which the Shares are convertible of for which the Warrants are exercisable). In particular, the Sub­scriber agrees that no sale, assignment or transfer of any of the Shares or the Warrants acquired by the Subscriber (or the Common Shares into which the Shares are convertible of for which the Warrants are exercisable) shall be valid or effective, and the Company shall not be required to give any effect to such a sale, assignment or transfer, unless (i) the sale, assignment or transfer of such Shares or Warrants are registered under the Secu­rities Act, it being understood that the Shares or the Warrants are not currently registered for sale and that the Company has no obligation or intention to so register the Shares or the Warrants, except as contemplated by the terms of this Agreement; (ii) the Shares (or the Common Shares into which the Shares are convertible of for which the Warrants are exercisable) are sold, assigned or transferred in accordance with all the requirements and limitations of Rule 144 under the Securities Act (it being understood that Rule 144 is not available at the present time for the sale of the Shares to or the Subscriber as contemplated in this Subscription Agreement complies with Warrants), or (iii) such sale, assignment or transfer is otherwise exempt from registration under the applicable securities legislation Securities Act, including Regulation S promulgated thereunder. The Subscriber further understands that an opinion of counsel and other documents may be required to transfer the jurisdiction of residence of Shares or the Subscriber;Warrants. (km) the The Subscriber is acquiring acknowledges that the Shares for investment only to be ac­quired will be subject to a stop transfer order and not with any certificate or certificates evidencing any Shares shall bear the following or a view substantially similar legend and such other leg­ends as may be required by state blue sky laws: “THE SHARES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.” The Subscriber acknowledges that the Warrants to resale be acquired will be subject to a stop transfer order and the certificate or distribution andcertificates evidencing the War­rants shall bear the following or a substantially similar legend and such other legends as may be required by state blue sky laws: “THE WARRANTS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, in particularAS AMENDED (THE “SECURITIES ACT”), it has no intention to distribute either directly or indirectly any of OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.” (n) The Subscriber will acquire the Shares in and the United States or to U.S. Persons; (l) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal Warrants for the Subscriber’s own account (except or, if such individual is married, for the circumstances outlined joint account of the Subscriber and the Subscriber’s spouse either in paragraph 6(o))joint tenancy, tenancy by the entirety or tenancy in common) for investment purposes only, and not with a view toto the sale or distribution thereof or the granting of any participation therein in violation of the securities laws, and has no present intention of distributing or selling to others any of such interest or granting any participation therein in violation of the securities laws. (o) No representation, guarantee or warranty has been made to the Subscriber by any broker, the Company, any of the officers, directors, stockholders, partners, employees or agents of any of them, or forany other persons, resalewhether expressly or by implication, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;that: (mI) the Company or the Subscriber is not an underwriter ofwill realize any given percentage of profits and/or amount or type of consideration, profit or dealer in, loss as a result of the common shares Company’s activities or the Subscriber’s invest­ment in the Company; or (II) the past performance or experience of the manage­ment of the Company, nor is or of any other person, will in any way indicate the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution predictable results of the Shares; (n) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable ownership of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; (o) if the Subscriber is acquiring the Shares as a fiduciary or agent for one the Warrants or more investor accounts: (i) of the Subscriber has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account, and (ii) the investor accounts for which the Subscriber acts as a fiduciary or agent satisfy the definition of an “Accredited Investor”, as the term is defined Multilateral Instrument 45-103 adopted by the British Columbia Securities Commission;Company’s activities. (p) The Subscriber is not subscribing for the Shares or the War­rants as a result of or subsequent to any advertisement, article, notice or other com­munication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or similar gathering; or any solicitation of a subscription by a person, other than Company personnel, previously not known to the undersigned. (q) The Subscriber is not relying on the Company with respect to the tax considerations or the economic merit of an investment. (r) The Subscriber understands that the net proceeds from all sub­scriptions paid and accepted pursuant to the Offering (after deduction for commis­sions, discounts and expenses of the Offering) will be used in all material respects to fund the business and operations of the Company in the discretion of management. (s) The Subscriber acknowledges that the representations, war­ranties and agreements made by the Subscriber herein shall survive the execution and de­livery of this Agreement and the purchase of the Shares and the Warrants. (t) The Subscriber has not acquired consulted the Subscriber’s own finan­cial, legal and tax advisors with respect to the economic, legal and tax consequences of an investment in the Shares and the Warrants and has not relied on the Other Offer Documents or the Company, its officers, directors or professional advisors for advice as to such consequences. (u) Except as set forth on the signature page hereto, the Sub­scriber has not engaged any broker or other person or entity that is entitled to a commis­sion, fee or other remuneration as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Shares which would include any activities undertaken for the purpose ofexecution, delivery or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale performance of any of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein; (q) the Subscriber is not aware of any advertisement of any of the Shares; and (r) no person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase any of the Shares; (ii) that any person will refund the purchase price of any of the Shares; (iii) as to the future price or value of any of the Shares; or (iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation systemthis Agreement.

Representations, Warranties and Covenants of the Subscriber. The undersigned hereby represents and warrants to, and agrees with, the Company as follows: (a) The Subscriber hereby represents and warrants undersigned is an Accredited Investor, as specifically indicated in Exhibit C to and covenants with this Agreement, which is being delivered to the Company (which representations, warranties and covenants shall survive the Closing) that:herewith. (b) If a natural person, the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Subscriber is undersigned is: a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf bona fide resident of the Subscriber; (c) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result state or non-United States jurisdiction contained in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound; (d) the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber; (e) if the Subscriber is resident in British Columbia and is not an Accredited Investor, the Subscriber is (check one or more of the following boxes): (A) a director, officer, employee or control person of the Company o (B) a spouse, parent, grandparent, brother, sister or child of a director, senior officer or control person of the Company o (C) a close personal friend of a director, senior officer or control person of the Company [ X ] (D) a close business associate of a director, senior officer or control person of the Company [ X ] (f) if the Subscriber has checked one or more of boxes B, C or D in paragraph 6.1(d) above, the director(s), senior officer(s), or control person(s) of the Company with whom the Subscriber has the relationship is : (g) the Subscriber is not a U.S. Person; (h) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person; (i) the Subscriber is resident in the jurisdiction address set out under the heading “Name and Address of Subscriber” forth on the signature page of this Subscription Agreement as the undersigned’s home address; at least twenty-one (21) years of age; and legally competent to execute the Transaction Documents. If an entity, the undersigned has its principal offices or principal place of business in the state or non-United States jurisdiction contained in the address set forth on the signature page of this Agreement;, the individual signing on behalf of the undersigned is duly authorized to execute the Transaction Documents. (c) Each of the Transaction Documents to which the undersigned is party has been duly executed and delivered by the undersigned and constitutes the legal, valid and binding obligation of the undersigned, enforceable against the undersigned in accordance with its terms. (d) Neither the execution, delivery nor performance of the Transaction Documents by the undersigned violates or conflicts with, creates (with or without the giving of notice or the lapse of time, or both) a default under or a lien or encumbrance upon any of the undersigned’s assets or properties pursuant to, or requires the consent, approval or order of any government or governmental agency or other person or entity under (i) any note, indenture, lease, license or other agreement to which the undersigned is a party or by which it or any of its assets or properties is bound or (ii) any statute, law, rule, regulation or court decree binding upon or applicable to the undersigned or its assets or properties. If the undersigned is not a natural person, the execution, delivery and performance by the undersigned of the Transaction Documents, have been duly authorized by all necessary corporate or other action on behalf of the undersigned and such execution, delivery and performance does not and will not constitute a breach or violation of, or default under, the charter or by-laws or equivalent governing documents of the undersigned. (e) The undersigned has received, read carefully and is familiar with the Transaction Documents and the Handheld SEC Filings. (f) The undersigned is familiar with the business, plans and financial condition of the Company, the terms of the Offering and any other matters relating to the Offering; the undersigned has received all materials which have been requested by the undersigned; the undersigned has had a reasonable opportunity to ask questions of the Company and its representatives, and the Company has answered to the satisfaction of the undersigned all inquiries that the undersigned or the undersigned’s representatives have put to it. The undersigned has had access to all additional information that the undersigned has deemed necessary to verify the accuracy of the information set forth in this Agreement and the Handheld SEC Filings, and has taken all the steps necessary to evaluate the merits and risks of an investment as proposed under this Agreement. (g) The undersigned acknowledges that this subscription is and shall be irrevocable and this subscription and the agreements contained herein shall survive the insolvency, death or disability of the undersigned (as applicable), except that the undersigned shall have no obligation hereunder in the event that its subscription is for any reason rejected or the Offering is cancelled or terminated by the Company, which the Company reserves the right to do in its sole and absolute discretion and for any reason. (h) The undersigned hereby acknowledges and represents that: (i) the undersigned has prior investment experience, including investment in securities which are non-listed, unregistered and/or not traded on an automated quotation system; (ii) the undersigned recognizes the highly speculative nature of an investment in the Subject Securities; and (iii) the undersigned is able to bear the economic risk which the undersigned hereby assumes. (i) The undersigned understands the various risks of an investment in the Company as proposed herein and can afford to bear such risks, including, without limitation, the risks of losing the entire investment. (j) The undersigned acknowledges that the sale undersigned has been informed by the Company of, or is otherwise familiar with, the nature of the Shares limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of the Subject Securities. In particular, the undersigned agrees that no sale, assignment or transfer of any of the Subject Securities acquired by the undersigned shall be valid or effective, and the Company shall not be required to give any effect to such a sale, assignment or transfer, unless (i) the sale, assignment or transfer of such Subject Securities is registered under the Securities Act, it being understood that the Subject Securities are not currently registered for sale and that the Company has no obligation or intention to so register the Subject Securities, except as contemplated by Section 2; (ii) the Subject Securities are sold, assigned or transferred in accordance with all the requirements and limitations of an exemption from registration under the Securities Act. The undersigned further understands that an opinion of counsel satisfactory to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from Company and other documents may be required to transfer the applicable securities legislation of the jurisdiction of residence of the Subscriber;Subject Securities. (k) The undersigned acknowledges that the Subscriber Subject Securities to be acquired will be subject to a stop transfer order and any certificate or certificates evidencing any Subject Securities shall bear the following or a substantially similar legend and such other legends as may be required by state blue sky laws: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.” (l) The undersigned will acquire the Subject Securities for the undersigned’s own account (or, if such individual is acquiring married, for the Shares joint account of the undersigned and the undersigned’s spouse either in joint tenancy, tenancy by the entirety or tenancy in common) for investment only and not with a view to resale the sale or distribution andthereof or the granting of any participation therein in violation of the securities laws, in particular, it and has no present intention of distributing or selling to distribute either directly or indirectly others any of such interest or granting any participation therein in violation of the Shares in the United States or to U.S. Persons; (l) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s own account (except for the circumstances outlined in paragraph 6(o)), for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;securities laws. (m) In subscribing for Offering Notes, the Subscriber undersigned is not an underwriter ofrelying on any representations and warranties of the Company other than those in this Agreement. (n) The undersigned is not subscribing for Offering Notes as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or dealer inpresented at any seminar or meeting, or any solicitation of a subscription by a person other than a representative of the Company with which the undersigned had a pre-existing relationship in connection with investments in securities generally. (o) The undersigned is not relying on the Company or its officers, directors or professional advisors for advice with respect to the tax and other economic considerations of an investment. (p) The undersigned understands that the net proceeds from all subscriptions paid and accepted pursuant to the Offering (after deduction for any commissions, discounts, consulting fees and other expenses of the Offering) may be used for such purposes as the Company determines from time to time. (q) Except as set forth on the signature page hereto, the common shares undersigned has not engaged any broker or other person or entity that is entitled to a commission, fee or other remuneration as a result of the execution, delivery or performance of this Agreement. (r) The undersigned represents, warrants and covenants to the Company as set forth in Schedule 4(r), which is incorporated herein by reference. (s) The undersigned represents and warrants that the undersigned has not during the last thirty (30) days, and hereby agrees that from the date hereof and continuing until the undersigned no longer holds any Subject Securities the undersigned shall not, without the prior written consent of the Company, nor is the Subscriber participatingdirectly or indirectly, pursuant to a contractual agreement through related parties, affiliates or otherwise, in the distribution of the Shares; (n) the Subscriber (i) is able to fend for him/her/itself in sell “short” or “short against the Subscription; box” (as those terms are generally understood) any equity security of the Company or (ii) has such knowledge and experience otherwise engage in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; (o) if the Subscriber is acquiring the Shares as a fiduciary or agent for one or more investor accounts: (i) the Subscriber has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account, and (ii) the investor accounts for any transaction which the Subscriber acts as a fiduciary or agent satisfy the definition of an “Accredited Investor”, as the term is defined Multilateral Instrument 45-103 adopted by the British Columbia Securities Commission; (p) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any involves hedging of the Shares which would include undersigned’s position in any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any equity security of the Shares; Company, provided, however, that it shall not be a violation of this Section 4(s), if the Subscriber may undersigned places a sell or otherwise dispose order for shares of any Common Stock issuable upon conversion of the Shares pursuant Warrants at or following the time exercise of such Warrants is requested and all conditions to registration such exercise have been satisfied, relies on the Company to deliver such Common Stock in accordance with the Warrants and completes the sale of any of such Common Stock before the Shares pursuant Company delivers the Common Stock to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein; (q) the Subscriber is not aware of any advertisement of any of the Shares; and (r) no person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase any of the Shares; (ii) that any person will refund the purchase price of any of the Shares; (iii) as to the future price or value of any of the Shares; or (iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation systemundersigned.

Representations, Warranties and Covenants of the Subscriber. (a) The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that: (b) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber; (c) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound; (d) the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber; (e) if the Subscriber is resident in British Columbia and is not an Accredited Investor, the Subscriber is (check one or more of the following boxes): (A) a director, officer, employee or control person of the Company o (B) a spouse, parent, grandparent, brother, sister or child of a director, senior officer or control person of the Company o (C) a close personal friend of a director, senior officer or control person of the Company [ X ] (D) a close business associate of a director, senior officer or control person of the Company [ X ] (f) if the Subscriber has checked one or more of boxes B, C or D in paragraph 6.1(d) above, the director(s), senior officer(s), or control person(s) of the Company with whom the Subscriber has the relationship is : (g) the Subscriber is not a U.S. Person; (h) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person; (i) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement; (j) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber; (k) the Subscriber is acquiring the Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Shares in the United States or to U.S. Persons; (l) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s own account (except for the circumstances outlined in paragraph 6(o)), for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares; (m) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares; (n) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; (o) if the Subscriber is acquiring the Shares as a fiduciary or agent for one or more investor accounts: (i) the Subscriber has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account, and (ii) the investor accounts for which the Subscriber acts as a fiduciary or agent satisfy the definition of an “Accredited Investor”, as the term is defined Multilateral Instrument 45-103 adopted by the British Columbia Securities Commission; (p) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 1000 Xxx) in the United States in respect of any of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein; (q) the Subscriber is not aware of any advertisement of any of the Shares; and (r) no person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase any of the Shares; (ii) that any person will refund the purchase price of any of the Shares; (iii) as to the future price or value of any of the Shares; or (iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.

Representations, Warranties and Covenants of the Subscriber. The undersigned hereby represents and warrants to, and agrees with, the Company as follows: (a) The Subscriber hereby represents and warrants undersigned is an Accredited Investor, as specifically indicated in Exhibit F to and covenants with this Agreement, which is being delivered to the Company (which representations, warranties and covenants shall survive the Closing) that:herewith. (b) If a natural person, the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Subscriber is undersigned is: a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf bona fide resident of the Subscriber; (c) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result state or non-United States jurisdiction contained in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound; (d) the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber; (e) if the Subscriber is resident in British Columbia and is not an Accredited Investor, the Subscriber is (check one or more of the following boxes): (A) a director, officer, employee or control person of the Company o (B) a spouse, parent, grandparent, brother, sister or child of a director, senior officer or control person of the Company o (C) a close personal friend of a director, senior officer or control person of the Company [ X ] (D) a close business associate of a director, senior officer or control person of the Company [ X ] (f) if the Subscriber has checked one or more of boxes B, C or D in paragraph 6.1(d) above, the director(s), senior officer(s), or control person(s) of the Company with whom the Subscriber has the relationship is : (g) the Subscriber is not a U.S. Person; (h) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person; (i) the Subscriber is resident in the jurisdiction address set out under the heading “Name and Address of Subscriber” forth on the signature page of this Subscription Agreement;Agreement as the undersigned’s home address; at least twenty-one (21) years of age; and legally competent to execute the Transaction Documents. If an entity, the undersigned has its principal offices or principal place of business in the state or non-United States jurisdiction contained in the address set forth on the signature page of this Agreement and the individual signing on behalf of the undersigned is duly authorized to execute the Transaction Documents. (jc) When executed and delivered by the sale undersigned, each of the Shares Transaction Documents to which the Subscriber undersigned is party will constitute the legal, valid and binding obligation of the undersigned, enforceable against the undersigned in accordance with its terms except as contemplated in this Subscription Agreement complies limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally. (d) Neither the execution, delivery nor performance of the Transaction Documents by the undersigned violates or conflicts with, creates (with or is exempt from without the applicable securities legislation giving of notice or the jurisdiction lapse of residence of the Subscriber; (ktime, or both) the Subscriber is acquiring the Shares for investment only and not with a view to resale default under or distribution and, in particular, it has no intention to distribute either directly a lien or indirectly encumbrance upon any of the Shares in the United States undersigned’s assets or to U.S. Persons; (l) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s own account (except for the circumstances outlined in paragraph 6(o)), for investment purposes only, and not with a view properties pursuant to, or forrequires the consent, resale, distribution approval or fractionalisation thereof, in whole order of any government or in part, and no governmental agency or other person has or entity under (i) any note, indenture, lease, license or other agreement to which the undersigned is a direct party or indirect beneficial interest in such Shares; by which it or any of its assets or properties is bound or (mii) any statute, law, rule, regulation or court decree binding upon or applicable to the Subscriber undersigned or its assets or properties. If the undersigned is not an underwriter a natural person, the execution, delivery and performance by the undersigned of the Transaction Documents have been duly authorized by all necessary corporate or other action on behalf of the undersigned and such execution, delivery and performance does not and will not constitute a breach or violation of, or dealer indefault under, the common shares charter or by-laws or equivalent governing documents of the undersigned. (e) The undersigned has received from the Company, nor is or has been directed to, all materials which have been requested by the Subscriber participating, pursuant undersigned and the Nephros SEC Filings. The undersigned has had a reasonable opportunity to a contractual agreement or otherwise, in the distribution ask questions of the Shares;Company and its representatives, and the Company has answered to the satisfaction of the undersigned all inquiries that the undersigned or the undersigned’s representatives have put to it. (nf) The undersigned or the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) undersigned’s purchaser representative has such knowledge and experience in finance, securities, taxation, investments and other business matters so as to be capable of evaluating the merits and risks of its prospective an investment in the SharesSubject Securities. The undersigned can afford to bear such risks, including, without limitation, the risk of losing its entire investment. (g) The undersigned acknowledges that no liquid market for the Notes and Warrants presently exists and none may develop in the future and that the undersigned may find it impossible to liquidate the investment at a time when it may be desirable to do so, or at any other time. (h) The undersigned has been advised by the Company and understands that none of the Subject Securities have been registered under the Securities Act, that the Subject Securities are being offered and issued on the basis of the statutory exemption provided by Section 4(2) of the Securities Act, Regulation D promulgated thereunder or both, relating to transactions by an issuer not involving any public offering and under similar exemptions under certain state securities laws; that this transaction has not been reviewed by, passed on or submitted to any United States Federal or state agency or self-regulatory organization where an exemption is being relied upon; and that the Company’s reliance thereon is based in part upon the representations made by the undersigned in this Agreement. (i) The undersigned will acquire the Subject Securities for the undersigned’s own account (or, if such individual is married, for the joint account of the undersigned and the undersigned’s spouse either in joint tenancy, tenancy by the entirety or tenancy in common) for investment and not with a view to the sale or distribution thereof or the granting of any participation therein, in each case in violation of applicable securities laws, and has no present intention of distributing or selling to others any of such Subject Securities or granting any participation therein, in each case in violation of applicable securities laws. (j) In subscribing for Notes, the undersigned is not relying on any representations and warranties of the Company other than those in this Agreement. (k) The undersigned acknowledges that the representations, warranties and agreements made by the undersigned herein shall survive the execution and delivery of this Agreement and the purchase of the Notes, the conversion of the Notes and the exercise of the Warrants. (l) Except as set forth on the signature page hereto, the undersigned has not engaged any broker or other person or entity that is entitled to a commission, fee or other remuneration as a result of the execution, delivery or performance of this Agreement. (m) The undersigned is not subscribing for Notes as a result of any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person other than a representative of the Company with whom the undersigned had a pre-existing relationship. (n) The undersigned is not with respect to the undersigned’s subscription a person or entity (a “Person”) with whom a United States citizen, entity organized under the laws of the United States or its territories or entity having its principal place of business within the United States or any of its territories (collectively, a “U.S. Person”), is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under United States law, regulation or executive orders and lists published by the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) (including those executive orders and lists published by OFAC with respect to Persons that have been designated by executive order or by the sanction regulations of OFAC as Persons with whom U.S. Persons may not transact business or must limit their interactions to types approved by OFAC “Specially Designated Nationals and Blocked Persons”). Neither the undersigned nor any Person who owns an interest in the undersigned (collectively, a “Purchaser Party”) is a Person with whom a U.S. Person, including a United States Financial Institution as defined in 31 U.S.C. Section 5312, as amended (“Financial Institution”), is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under United States law, regulation or executive orders and lists published by the OFAC (including those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons). (o) To the actual knowledge of the undersigned, the funds used to pay to the Company the purchase price for the Subject Securities were derived: (i) from transactions that do not violate United States law or, to the extent such funds originate outside the United States, do not violate the laws of the jurisdiction in which they originated; and (ii) from permissible sources under United States law and to the extent such funds originate outside the United States, under the laws of the jurisdiction in which they originated. (p) To the actual knowledge of the undersigned, neither the undersigned nor any Purchaser Party, nor any Person providing funds to the undersigned: (i) is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any Anti-Money Laundering Laws (as hereinafter defined in this Section 4(p)); (ii) has been assessed civil or criminal penalties under any Anti-Money Laundering Laws; or (iii) has the ability to bear the economic risks had any of its prospective investment funds seized or forfeited in any action under any Anti-Money Laundering Laws. For purposes of this Section 4(p), the term “Anti-Money Laundering Laws” shall mean laws, regulations and can afford the complete loss of such investment; (o) if the Subscriber is acquiring the Shares as a fiduciary or agent for one or more investor accounts: sanctions, state and federal, criminal and civil, that: (i) limit the Subscriber has sole investment discretion with respect to each such account and it has full power to make use of and/or seek the foregoing acknowledgements, representations and agreements on behalf forfeiture of such account, and proceeds from illegal transactions; (ii) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the investor accounts for which the Subscriber acts as a fiduciary or agent satisfy the definition interests of an “Accredited Investor”, as the term is defined Multilateral Instrument 45-103 adopted by the British Columbia Securities Commission; (p) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the SharesStates; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein; (q) the Subscriber is not aware of any advertisement of any of the Shares; and (r) no person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase any of the Shares; (ii) that any person will refund the purchase price of any of the Shares; (iii) as to the future price or value of any require identification and documentation of the Sharesparties with whom a Financial Institution conducts business; or or (iv) that any are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the Shares will be listed USA PATRIOT Act of 2001, Pub. L. No. 107-56 (the “Patriot Act”), the Bank Secrecy Act, 31 U.S.C. Section 5311 et. seq. (the “Bank Secrecy Act”), the Trading with the Enemy Act, 50 U.S.C. Appendix, the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and posted for trading on any stock exchange or automated dealer quotation system or that application has been made the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to list prevention and post any detection of the Shares of the Company on any stock exchange or automated dealer quotation systemmoney laundering in 18 U.S.C. Sections 1956 and 1957.

Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that: (ba) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber; (cb) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound; (dc) the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber; (ed) if the Subscriber is resident in British Columbia and is not an Accredited Investor, the Subscriber is (check one or more of the following boxes): (A) a director, officer, employee or control person of the Company o[ ] (B) a spouse, parent, grandparent, brother, sister or child of a director, senior officer or control person of the Company o[ ] (C) a close personal friend of a director, senior officer or control person of the Company [ X ] (D) a close business associate of a director, senior officer or control person of the Company [ X ] (fe) if the Subscriber has checked one or more of boxes B, C or D in paragraph 6.1(d6.1(a) above, the director(s), senior officer(s), or control person(s) of the Company with whom the Subscriber has the relationship is : (gf) the Subscriber is not a U.S. Person; (hg) the Subscriber is not acquiring the Shares Securities for the account or benefit of, directly or indirectly, any U.S. Person; (ih) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement; (ji) the sale of the Shares Securities to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber; (kj) the Subscriber is acquiring the Shares Securities for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Shares Securities in the United States or to U.S. Persons; (lk) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares Securities as principal for the Subscriber’s own account (except for the circumstances outlined in paragraph 6(o6.1(n)), for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such SharesSecurities; (ml) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesSecurities; (nm) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesSecurities; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; (on) if the Subscriber is acquiring the Shares Securities as a fiduciary or agent for one or more investor accounts: (i) the Subscriber has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account, and (ii) the investor accounts for which the Subscriber acts as a fiduciary or agent satisfy the definition of an “Accredited Investor”, as the term is defined Multilateral Instrument 45-103 adopted by the British Columbia Securities Commission; (po) the Subscriber acknowledges that the Subscriber has not acquired the Shares Securities as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Shares Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the SharesSecurities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares Securities pursuant to registration of any of the Shares Securities pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein; (qp) the Subscriber is not aware of any advertisement of any of the SharesSecurities; and (rq) no person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase any of the SharesSecurities; (ii) that any person will refund the purchase price of any of the SharesSecurities; (iii) as to the future price or value of any of the SharesSecurities; or (iv) that any of the Shares Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of the Company on the OTC Bulletin Board.

Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that: (ba) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber; (cb) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound; (dc) the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber; (ed) if the Subscriber is resident in British Columbia and is not an Accredited Investor, the Subscriber is (check one or more of the following boxes): (A) a director, officer, employee or control person of the Company o[ ] (B) a spouse, parent, grandparent, brother, sister or child of a director, senior officer or control person of the Company o[ ] (C) a close personal friend of a director, senior officer or control person of the Company [ X ] (D) a close business associate of a director, senior officer or control person of the Company [ X ] (fe) if the Subscriber has checked one or more of boxes B, C or D in paragraph 6.1(d) above, the director(s), senior officer(s), or control person(s) of the Company with whom the Subscriber has the relationship is : (f) if the Subscriber is not an Accredited Investor and has not checked one of the boxes in paragraph 6.1(d) above, the Subscriber is purchasing pursuant to the exemption from prospectus requirements available under subsection 74(2)(4) of the BC Act as the aggregate acquisition cost for such Securities in not less than $97,000, and, if not purchasing for its own account, the Subscriber is: A. a trust company or an insurer which has received a business authorization under the Financial Institutions Act (British Columbia) or is a trust company or an insurer authorized under the laws of another province or territory of Canada to carry on such business in such province or territory, and the Subscriber is purchasing the Shares as an agent or trustee for accounts that are fully managed by the Subscriber; or B. an advisor who manages the investment portfolios of clients through discretionary authority granted by one or more clients and the Subscriber is: I. registered as an advisor under the BC Act or the laws of another province or territory of Canada or the Subscriber is exempt from such registration and the Subscriber is purchasing the Shares as an agent for accounts that are fully managed by the Subscriber; or II. carrying on the business of an advisor outside of Canada in which case: a. it was not created solely or primarily for the purpose of purchasing Shares of the Company; b. the total asset value of the investment portfolios it manages on behalf of clients is not less than $20,000,0000; or c. it does not believe and has no reasonable grounds to believe that any resident of British Columbia or any directors, senior officers or other insiders of the Company or any persons carrying on investor relations activities for the Company has a beneficial interest in any of the managed accounts for which it is purchasing. (g) the Subscriber is not a U.S. Person; (h) the Subscriber is not acquiring the Shares Securities for the account or benefit of, directly or indirectly, any U.S. Person; (i) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement; (j) the sale of the Shares Securities to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber; (k) the Subscriber is acquiring the Shares Securities for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Shares Securities in the United States or to U.S. Persons; (l) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares Securities as principal for the Subscriber’s own account (except for the circumstances outlined in paragraph 6(o6.1(p)), for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such SharesSecurities; (m) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesSecurities; (n) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesSecurities; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; (o) if the Subscriber is acquiring the Shares Securities as a fiduciary or agent for one or more investor accounts: (i) the Subscriber has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account, and (ii) the investor accounts for which the Subscriber acts as a fiduciary or agent satisfy the definition of an “Accredited Investor”, as the term is defined Multilateral Instrument 45-103 adopted by the British Columbia Securities Commission; (p) the Subscriber acknowledges that the Subscriber has not acquired the Shares Securities as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Shares Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the SharesSecurities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares Securities pursuant to registration of any of the Shares Securities pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein; (q) the Subscriber is not aware of any advertisement of any of the SharesSecurities; and (r) no person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase any of the SharesSecurities; (ii) that any person will refund the purchase price of any of the SharesSecurities; (iii) as to the future price or value of any of the SharesSecurities; or (iv) that any of the Shares Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of the Company on the OTC Bulletin Board.

Representations, Warranties and Covenants of the Subscriber. (a) The Subscriber hereby represents and warrants to to, and covenants with agrees with, the Company (which representations, warranties and covenants shall survive the Closing) thatas follows: (ba) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the The Subscriber is a corporation, it an “Accredited Investor” as that term is duly incorporated and validly subsisting de­fined in Rule 501(a) of Regulation D promulgated under the laws of its jurisdiction of incorporation Securities Act, and all necessary approvals by its directors, shareholders and others have been obtained as spe­cifically indicated in Exhibit A to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber; (c) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable toAgreement, or the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound; (d) the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber; (e) if the Subscriber is resident in British Columbia and is not an Accredited Investor, the Subscriber is (check one or more of the following boxes): (A) a director, officer, employee or control person of the Company o (B) a spouse, parent, grandparent, brother, sister or child of a director, senior officer or control person of the Company o (C) a close personal friend of a director, senior officer or control person of the Company [ X ] (D) a close business associate of a director, senior officer or control person of the Company [ X ] (f) if the Subscriber has checked one or more of boxes B, C or D in paragraph 6.1(d) above, the director(s), senior officer(s), or control person(s) of the Company with whom the Subscriber has the relationship is : (g) the Subscriber is not a U.S. “US Person;” as that term is de­fined in Regulation S promulgated under the Securities Act. (hb) If a natural person, the Subscriber is not acquiring is: a bona fide resident of the Shares for state or non-United States jurisdiction contained in the account or benefit ofaddress set forth on the signa­ture page of this Agreement as the Subscriber’s home address; at least 21 years of age; and legally competent to execute this Agreement. If an entity, directly or indirectly, any U.S. Person; (i) the Subscriber is resident has its principal offices or principal place of business in the jurisdiction state or non-United States jurisdic­tion contained in the address set out under the heading “Name and Address of Subscriber” forth on the signature page of this Subscription Agreement;, the indi­vidual signing on behalf of the Subscriber is duly authorized to execute this Agreement. (c) This Agreement has been duly executed and delivered by the Subscriber and constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. (d) Neither the execution, delivery or performance of this Agree­ment by the Subscriber violates or conflicts with, creates (with or without the giv­ing of notice or the lapse of time, or both) a default under or a lien or encumbrance upon any of the Subscriber’s assets or properties pursuant to, or requires the consent, approval or order of any government or governmental agency or other person or entity under (i) any note, indenture, lease, license or other material agreement to which the Subscriber is a party or by which it or any of its assets or properties is bound or (ii) any statute, law, rule, regulation or court decree binding upon or applicable to the Subscriber or its assets or properties. If the Subscriber is not a natural person, the execution, delivery and per­formance by the Subscriber of this Agreement, and all other documents relating to an in­vestment by Subscriber in the Shares, have been duly authorized by all necessary corpo­rate or other action on behalf of the Subscriber and such execution, delivery and perform­ance does not and will not constitute a breach or violation of, or default under, the charter or by-laws or equivalent governing documents of the Subscriber. (e) The Subscriber has received, read carefully and is familiar with this Agreement; the Certificate of Designation for the Series B1 Preferred Stock; and the form of Warrant. (f) The Subscriber, together with its professional advisor, is fa­miliar with the Company’s business, plans and financial condition, the terms of the Of­fering and any other matters relating to the Offering; the Subscriber has received all ma­terials which have been requested by the Subscriber; has had a reasonable opportunity to ask questions of the Company and its representatives; and the Company has answered to the satisfaction of the Subscriber all inquiries that the Subscriber or the Subscriber’s rep­resentatives have put to it. The Subscriber has had access to all additional information that the Subscriber has deemed necessary to verify the accuracy of the information set forth in this Agreement and the Other Offer Documents, and has taken all the steps nec­essary to evaluate the merits and risks of an investment as proposed under this Agreement and the Other Offer Documents. (g) The Subscriber acknowledges that this subscription is and shall be irrevocable and this subscription and the agreements contained herein shall sur­vive the insolvency, death or disability of the Subscriber (as applicable), except that the Subscriber shall have no obligation hereunder in the event that its subscription is for any reason rejected or the Offering is cancelled or terminated by the Company, which the Company reserves the right to do in its sole and absolute discretion and for any reason. (h) The Subscriber or the Subscriber’s purchaser representative has such knowledge and experience in finance, securities, taxation, investments and other business matters so as to be able to protect the interests of the Subscriber in connection with this transaction. (i) The Subscriber understands the various risks of an invest­ment in the Company as proposed herein and can afford to bear such risks, including, without limitation, the risks of losing the entire investment. (j) The Subscriber acknowledges that no market for the Shares (or the Common Shares into which they are convertible) presently exists and none may develop in the future and that the Subscriber may find it impossible to liquidate the in­vestment at a time when it may be desirable to do so, or at any other time. (k) The Subscriber has been advised by the Company that nei­ther the Shares nor the Warrants being offered (or the Common Shares into which the Shares are convertible of for which the Warrants are exercisable) have been registered under the Securities Act, that the Shares and the Warrants will be issued on the basis of the statutory exemption provided by Section 4(2) of the Securities Act or Regulation D promulgated thereunder, or both, relating to transactions by an issuer not involving any public offering and under similar exemptions under certain state securities laws; that this transaction has not been reviewed by, passed on or submitted to any United States Fed­eral or state agency or self-regulatory organization where an exemption is being relied upon; and that the Company’s reliance thereon is based in part upon the representations made by the Subscriber in this Agreement. (l) The Subscriber acknowledges that the Subscriber has been in­formed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of the Shares and the Warrants acquired hereunder (or the Common Shares into which the Shares are convertible of for which the Warrants are exercisable). In particular, the Sub­scriber agrees that no sale, assignment or transfer of any of the Shares or the Warrants acquired by the Subscriber (or the Common Shares into which the Shares are convertible of for which the Warrants are exercisable) shall be valid or effective, and the Company shall not be required to give any effect to such a sale, assignment or transfer, unless (i) the sale, assignment or transfer of such Shares or Warrants are registered under the Secu­rities Act, it being understood that the Shares or the Warrants are not currently registered for sale and that the Company has no obligation or intention to so register the Shares or the Warrants, except as contemplated by the terms of this Agreement; (ii) the Shares (or the Common Shares into which the Shares are convertible of for which the Warrants are exercisable) are sold, assigned or transferred in accordance with all the requirements and limitations of Rule 144 under the Securities Act (it being understood that Rule 144 is not available at the present time for the sale of the Shares to or the Subscriber as contemplated in this Subscription Agreement complies with Warrants), or (iii) such sale, assignment or transfer is otherwise exempt from registration under the applicable securities legislation Securities Act, including Regulation S promulgated thereunder. The Subscriber further understands that an opinion of counsel and other documents may be required to transfer the jurisdiction of residence of Shares or the Subscriber;Warrants. (km) the The Subscriber is acquiring acknowledges that the Shares for investment only to be ac­quired will be subject to a stop transfer order and not with any certificate or certificates evidencing any Shares shall bear the following or a view substantially similar legend and such other leg­ends as may be required by state blue sky laws: “THE SHARES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.” The Subscriber acknowledges that the Warrants to resale be acquired will be subject to a stop transfer order and the certificate or distribution andcertificates evidencing the War­rants shall bear the following or a substantially similar legend and such other legends as may be required by state blue sky laws: “THE WARRANTS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, in particularAS AMENDED (THE “SECURITIES ACT”), it has no intention to distribute either directly or indirectly any of OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.” (n) The Subscriber will acquire the Shares in and the United States or to U.S. Persons; (l) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal Warrants for the Subscriber’s own account (except or, if such individual is married, for the circumstances outlined joint account of the Subscriber and the Subscriber’s spouse either in paragraph 6(o))joint tenancy, tenancy by the entirety or tenancy in common) for investment purposes only, and not with a view toto the sale or distribution thereof or the granting of any participation therein in violation of the securities laws, and has no present intention of distributing or selling to others any of such interest or granting any participation therein in violation of the securities laws. (o) No representation, guarantee or warranty has been made to the Subscriber by any broker, the Company, any of the officers, directors, stockholders, partners, employees or agents of any of them, or forany other persons, resalewhether expressly or by implication, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;that: (mI) the Company or the Subscriber is not an underwriter ofwill realize any given percentage of profits and/or amount or type of consideration, profit or dealer in, loss as a result of the common shares Company’s activities or the Subscriber’s invest­ment in the Company; or (II) the past performance or experience of the manage­ment of the Company, nor is or of any other person, will in any way indicate the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution predictable results of the Shares; (n) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable ownership of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; (o) if the Subscriber is acquiring the Shares as a fiduciary or agent for one the Warrants or more investor accounts: (i) of the Subscriber has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account, and (ii) the investor accounts for which the Subscriber acts as a fiduciary or agent satisfy the definition of an “Accredited Investor”, as the term is defined Multilateral Instrument 45-103 adopted by the British Columbia Securities Commission;Company’s activities. (p) The Subscriber is not subscribing for the Shares or the War­rants as a result of or subsequent to any advertisement, article, notice or other com­munication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or similar gathering; or any solicitation of a subscription by a person, other than Company personnel, previously not known to the undersigned. (q) The Subscriber is not relying on the Company with respect to the tax considerations or the economic merit of an investment. (r) The Subscriber understands that the net proceeds from all sub­scriptions paid and accepted pursuant to the Offering (after deduction for commis­sions, discounts and expenses of the Offering) will be used in all material respects to fund the business and operations of the Company in the discretion of management. (s) The Subscriber acknowledges that the representations, war­ranties and agreements made by the Subscriber herein shall survive the execution and de­livery of this Agreement and the purchase of the Shares and the Warrants. (t) The Subscriber has not acquired consulted the Subscriber’s own finan­cial, legal and tax advisors with respect to the economic, legal and tax consequences of an investment in the Shares and the Warrants and has not relied on the Other Offer Documents or the Company, its officers, directors or professional advisors for advice as to such consequences. (u) Except as set forth on the signature page hereto, the Sub­scriber has not engaged any broker or other person or entity that is entitled to a commis­sion, fee or other remuneration as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Shares which would include any activities undertaken for the purpose ofexecution, delivery or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale performance of any of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein; (q) the Subscriber is not aware of any advertisement of any of the Shares; and (r) no person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase any of the Shares; (ii) that any person will refund the purchase price of any of the Shares; (iii) as to the future price or value of any of the Shares; or (iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation systemthis Agreement.

Representations, Warranties and Covenants of the Subscriber. (a) The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that: (b) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber; (c) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound; (d) the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber; (e) if the Subscriber is resident in British Columbia and is not an Accredited Investor, the Subscriber is (check one or more of the following boxes): (A) a director, officer, employee or control person of the Company o[ ] (B) a spouse, parent, grandparent, brother, sister or child of a director, senior officer or control person of the Company o[ ] (C) a close personal friend of a director, senior officer or control person of the Company [ X ] (D) a close business associate of a director, senior officer or control person of the Company [ X ] (f) if the Subscriber has checked one or more of boxes B, C or D in paragraph 6.1(d) above, the director(s), senior officer(s), or control person(s) of the Company with whom the Subscriber has the relationship is : (g) the Subscriber is not a U.S. Person; (h) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person; (i) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement; (j) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber; (k) the Subscriber is acquiring the Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Shares in the United States or to U.S. Persons; (l) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s own account (except for the circumstances outlined in paragraph 6(o)), for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares; (m) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares; (n) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; (o) if the Subscriber is acquiring the Shares as a fiduciary or agent for one or more investor accounts: (i) the Subscriber has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account, and (ii) the investor accounts for which the Subscriber acts as a fiduciary or agent satisfy the definition of an “Accredited Investor”, as the term is defined Multilateral Instrument 45-103 adopted by the British Columbia Securities Commission; (p) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 1000 Xxx) in the United States in respect of any of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein; (q) the Subscriber is not aware of any advertisement of any of the Shares; and (r) no person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase any of the Shares; (ii) that any person will refund the purchase price of any of the Shares; (iii) as to the future price or value of any of the Shares; or (iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.

Representations, Warranties and Covenants of the Subscriber. (a) The Subscriber hereby represents and warrants to to, and covenants with agrees with, the Company (which representations, warranties and covenants shall survive the Closing) thatas follows: (ba) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the The Subscriber is a corporation, it an “Accredited Investor” as that term is duly incorporated and validly subsisting defined in Rule 501(a) of Regulation D promulgated under the laws of its jurisdiction of incorporation Securities Act, and all necessary approvals by its directors, shareholders and others have been obtained as specifically indicated in Exhibit A to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber; (c) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable toAgreement, or the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound; (d) the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber; (e) if the Subscriber is resident in British Columbia and is not an Accredited Investor, the Subscriber is (check one or more of the following boxes): (A) a director, officer, employee or control person of the Company o (B) a spouse, parent, grandparent, brother, sister or child of a director, senior officer or control person of the Company o (C) a close personal friend of a director, senior officer or control person of the Company [ X ] (D) a close business associate of a director, senior officer or control person of the Company [ X ] (f) if the Subscriber has checked one or more of boxes B, C or D in paragraph 6.1(d) above, the director(s), senior officer(s), or control person(s) of the Company with whom the Subscriber has the relationship is : (g) the Subscriber is not a U.S. “US Person;” as that term is defined in Regulation S promulgated under the Securities Act. (hb) If a natural person, the Subscriber is not acquiring is: a bona fide resident of the Shares for the account state or benefit of, directly or indirectly, any U.S. Person; (i) the Subscriber is resident non-United States jurisdiction contained in the jurisdiction address set out under the heading “Name and Address of Subscriber” forth on the signature page of this Subscription Agreement as the Subscriber’s home address; at least 21 years of age; and legally competent to execute this Agreement;. If an entity, the Subscriber has its principal offices or principal place of business in the state or non-United States jurisdiction contained in the address set forth on the signature page of this Agreement, the individual signing on behalf of the Subscriber is duly authorized to execute this Agreement. (c) This Agreement has been duly executed and delivered by the Subscriber and constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. (d) Neither the execution, delivery or performance of this Agreement by the Subscriber violates or conflicts with, creates (with or without the giving of notice or the lapse of time, or both) a default under or a lien or encumbrance upon any of the Subscriber’s assets or properties pursuant to, or requires the consent, approval or order of any government or governmental agency or other person or entity under (i) any note, indenture, lease, license or other material agreement to which the Subscriber is a party or by which it or any of its assets or properties is bound or (ii) any statute, law, rule, regulation or court decree binding upon or applicable to the Subscriber or its assets or properties. If the Subscriber is not a natural person, the execution, delivery and performance by the Subscriber of this Agreement, and all other documents relating to an investment by Subscriber in the Shares, have been duly authorized by all necessary corporate or other action on behalf of the Subscriber and such execution, delivery and performance does not and will not constitute a breach or violation of, or default under, the charter or by-laws or equivalent governing documents of the Subscriber. (e) The Subscriber has received, read carefully and is familiar with this Agreement; the Certificate of Designation for the Series A2 Preferred Stock; and the form of Warrant. (f) The Subscriber, together with its professional advisor, is familiar with the Company’s business, plans and financial condition, the terms of the Offering and any other matters relating to the Offering; the Subscriber has received all materials which have been requested by the Subscriber; has had a reasonable opportunity to ask questions of the Company and its representatives; and the Company has answered to the satisfaction of the Subscriber all inquiries that the Subscriber or the Subscriber’s representatives have put to it. The Subscriber has had access to all additional information that the Subscriber has deemed necessary to verify the accuracy of the information set forth in this Agreement, and the filings made by the Company with the Securities and Exchange Commission, and has taken all the steps necessary to evaluate the merits and risks of an investment as proposed under this Agreement. (g) The Subscriber acknowledges that this subscription is and shall be irrevocable and this subscription and the agreements contained herein shall survive the insolvency, death or disability of the Subscriber (as applicable), except that the Subscriber shall have no obligation hereunder in the event that its subscription is for any reason rejected or the Offering is cancelled or terminated by the Company, which the Company reserves the right to do in its sole and absolute discretion and for any reason. (h) The Subscriber or the Subscriber’s purchaser representative has such knowledge and experience in finance, securities, taxation, investments and other business matters so as to be able to protect the interests of the Subscriber in connection with this transaction. (i) The Subscriber understands the various risks of an investment in the Company as proposed herein and can afford to bear such risks, including, without limitation, the risks of losing the entire investment. (j) The Subscriber acknowledges that no market for the Shares presently exists and none is expected to develop in the future, that the Common Shares which the Shares are convertible into have a very limited market, and that the Subscriber may find it impossible to liquidate the investment at a time when it may be desirable to do so, or at any other time. (k) The Subscriber has been advised by the Company that neither the Shares nor the Warrants being offered (or the Common Shares into which the Shares are convertible of for which the Warrants are exercisable) have been registered under the Securities Act, that the Shares and the Warrants will be issued on the basis of the statutory exemption provided by Section 4(2) of the Securities Act or Regulation D promulgated thereunder, or both, relating to transactions by an issuer not involving any public offering and under similar exemptions under certain state securities laws; that this transaction has not been reviewed by, passed on or submitted to any United States Federal or state agency or self-regulatory organization where an exemption is being relied upon; and that the Company’s reliance thereon is based in part upon the representations made by the Subscriber in this Agreement. (l) The Subscriber acknowledges that the Subscriber has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of the Shares and the Warrants acquired hereunder (or the Common Shares into which the Shares are convertible of for which the Warrants are exercisable). In particular, the Subscriber agrees that no sale, assignment or transfer of any of the Shares or the Warrants acquired by the Subscriber (or the Common Shares into which the Shares are convertible of for which the Warrants are exercisable) shall be valid or effective, and the Company shall not be required to give any effect to such a sale, assignment or transfer, unless (i) the sale, assignment or transfer of such Shares or Warrants are registered under the Securities Act, it being understood that the Shares or the Warrants are not currently registered for sale and that the Company has no obligation or intention to so register the Shares or the Warrants, except as contemplated by the terms of this Agreement; (ii) the Shares (or the Common Shares into which the Shares are convertible of for which the Warrants are exercisable) are sold, assigned or transferred in accordance with all the requirements and limitations of Rule 144 under the Securities Act (it being understood that Rule 144 is not available at the present time for the sale of the Shares to or the Subscriber as contemplated in this Subscription Agreement complies with Warrants), or (iii) such sale, assignment or transfer is otherwise exempt from registration under the applicable securities legislation Securities Act, including Regulation S promulgated thereunder. The Subscriber further understands that an opinion of counsel and other documents may be required to transfer the jurisdiction of residence of Shares or the Subscriber;Warrants. (km) the The Subscriber is acquiring acknowledges that the Shares for investment only to be acquired will be subject to a stop transfer order and not with any certificate or certificates evidencing any Shares shall bear the following or a view substantially similar legend and such other legends as may be required by state blue sky laws: “THE SHARES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.” The Subscriber acknowledges that the Warrants to resale be acquired will be subject to a stop transfer order and the certificate or distribution andcertificates evidencing the Warrants shall bear the following or a substantially similar legend and such other legends as may be required by state blue sky laws: “THE WARRANTS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, in particularAS AMENDED (THE “SECURITIES ACT”), it has no intention to distribute either directly or indirectly any of OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.” (n) The Subscriber will acquire the Shares in and the United States or to U.S. Persons; (l) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal Warrants for the Subscriber’s own account (except or, if such individual is married, for the circumstances outlined joint account of the Subscriber and the Subscriber’s spouse either in paragraph 6(o))joint tenancy, tenancy by the entirety or tenancy in common) for investment purposes only, and not with a view toto the sale or distribution thereof or the granting of any participation therein in violation of the securities laws, and has no present intention of distributing or selling to others any of such interest or granting any participation therein in violation of the securities laws. (o) No representation, guarantee or warranty has been made to the Subscriber by any broker, the Company, any of the officers, directors, stockholders, partners, employees or agents of any of them, or forany other persons, resalewhether expressly or by implication, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;that: (mI) the Company or the Subscriber is not an underwriter ofwill realize any given percentage of profits and/or amount or type of consideration, profit or dealer in, loss as a result of the common shares Company’s activities or the Subscriber’s investment in the Company; or (II) the past performance or experience of the management of the Company, nor is or of any other person, will in any way indicate the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution predictable results of the Shares; (n) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable ownership of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; (o) if the Subscriber is acquiring the Shares as a fiduciary or agent for one the Warrants or more investor accounts: (i) of the Subscriber has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account, and (ii) the investor accounts for which the Subscriber acts as a fiduciary or agent satisfy the definition of an “Accredited Investor”, as the term is defined Multilateral Instrument 45-103 adopted by the British Columbia Securities Commission;Company’s activities. (p) The Subscriber is not subscribing for the Shares or the Warrants as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or similar gathering; or any solicitation of a subscription by a person, other than Company personnel, previously not known to the undersigned. (q) The Subscriber is not relying on the Company with respect to the tax considerations or the economic merit of an investment. (r) The Subscriber understands that the net proceeds from all subscriptions paid and accepted pursuant to the Offering (after deduction for commissions, discounts and expenses of the Offering) will be used in all material respects to fund the business and operations of the Company in the discretion of management. (s) The Subscriber acknowledges that the representations, warranties and agreements made by the Subscriber herein shall survive the execution and delivery of this Agreement and the purchase of the Shares and the Warrants. (t) The Subscriber has had the opportunity to consult the Subscriber’s own financial, legal and tax advisors with respect to the economic, legal and tax consequences of an investment in the Shares and the Warrants and has not relied on the Company, its officers, directors or professional advisors for advice as to such consequences. (u) Except as set forth on the signature page hereto, the Subscriber has not acquired the Shares engaged any broker or other person or entity that is entitled to a commission, fee or other remuneration as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Shares which would include any activities undertaken for the purpose ofexecution, delivery or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale performance of any of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein; (q) the Subscriber is not aware of any advertisement of any of the Shares; and (r) no person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase any of the Shares; (ii) that any person will refund the purchase price of any of the Shares; (iii) as to the future price or value of any of the Shares; or (iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation systemthis Agreement.

Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that: (ba) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber; (cb) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, to the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound; (dc) the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the SubscriberSubscriber in accordance with its terms; (d) the Subscriber is not acquiring the Units for the account or benefit of, directly or indirectly, any U.S. Person, as that term is defined in Regulation S; (e) if the Subscriber is resident in British Columbia and is not an Accredited Investor, the Subscriber is (check one or more of the following boxes): (A) a director, officer, employee executive officer or control person of the Company oor an affiliate of the Company [ ] (B) a spouse, parent, grandparent, brother, sister or child of a director, senior executive officer or control person of the Company oor an affiliate of the Company [ ] (C) a parent, grandparent, brother, sister or child of the spouse of a director, executive officer or control person of the Company or an affiliate of the Company [ ] (D) a close personal friend of a director, senior executive officer or control person of the Company or an affiliate of the Company [ X ] (DE) a close business associate of a director, senior executive officer or control person of the Company or an affiliate of the Company [ X ] (F) a founder of the Company or a spouse, parent, grandparent, brother, sister, child, close personal friend or close business associate of a founder of the Company [ ] (G) a parent, grandparent, brother, sister or child of the spouse of a founder of the Company [ ] (H) a company, partnership or other entity which a majority of the voting securities are beneficially owned by, or a majority of the directors are, persons or companies as described in paragraphs (A) to (G) above [ ] (I) purchasing as principal Shares with an aggregate value of more than CDN$150,000 [ ] (J) an accredited investor [ ] (f) if the Subscriber has checked one or more of boxes B, C C, D, E, F, G or D H in paragraph 6.1(d6.1 (e) above, the director(s), senior executive officer(s), or control person(s) or founder(s) of the Company with whom the Subscriber has the relationship is is: ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ (g) if the Subscriber has checked any box in paragraph 6.1(e) above, state the name of the person with whom the Subscriber has the relationship indicated or the position held by the Subscriber to qualify the Subscriber _______________________________________________________ _______________________________________________________ _______________________________________________________ to check that box: (gh) If the Subscriber has ticked box J in paragraph 6.1(e) above, the Subscriber acknowledges and agrees that the Company shall not consider the Subscriber's Subscription for acceptance unless the undersigned provides to the Company, along with an executed copy of this Agreement: (i) a fully completed and executed Accredited Investor Questionnaire in the form attached as Exhibit 1 hereto; and (ii) such other supporting documentation that the Company or its legal counsel may request to establish the Subscriber's qualification as an Accredited Investor; (i) the Subscriber is not a U.S. Person, as that term is defined in Regulation S; (h) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person; (ij) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement; (jk) the sale of the Shares Securities to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber; (kl) the Subscriber is acquiring the Shares Units for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Shares Units in the United States or to U.S. Persons, as that term is defined in Regulation S; (lm) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares Units as principal for the Subscriber’s own account (except for the circumstances outlined in paragraph 6(o)), 6.1(n) below) for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such SharesUnits; (mn) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the SharesUnits; (no) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the SharesUnits; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; (op) if the Subscriber is acquiring the Shares Units as a fiduciary or agent for one or more investor accounts: (i) the Subscriber has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account, and (ii) the investor accounts for which the Subscriber acts as a fiduciary or agent satisfy the definition of an “Accredited Investor”, as the term is defined Multilateral in the Canadian National Instrument NI 45-103 adopted by the British Columbia Securities Commission106; (pq) the Subscriber acknowledges that the Subscriber has not acquired the Shares Units as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Shares Units which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the SharesUnits; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares Units pursuant to registration of any of the Shares Units pursuant to the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein; (qr) the Subscriber is not aware of any advertisement of any of the SharesUnits or Securities; and (rs) no person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase any of the SharesUnits; (ii) that any person will refund the purchase price of any of the SharesUnits; (iii) as to the future price or value of any of the SharesUnits; or (iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system; except that the Company’s Common Stock is currently approved for trading on the U.S. Over the Counter Bulletin Board.

Representations, Warranties and Covenants of the Subscriber. (a) 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that: (ba) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber; (cb) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, to the Subscriber or the constating documents of, Company in the Subscriber jurisdiction of the Subscriber's residence or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound; (dc) the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the SubscriberSubscriber in accordance with its terms; (d) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person; (e) if the Subscriber is resident in British Columbia or Alberta, and is not an Accredited Investor, the Subscriber is (check one or more of the following boxesCHECK ONE OR MORE OF THE FOLLOWING BOXES): (A) a director, officer, employee or control person of the Company o[ ] (B) a spouse, parent, grandparent, brother, sister or child of a director, senior officer or control person of the Company o[ ] (C) a close personal friend of a director, senior officer or control person of the Company [ X ] (D) a close business associate of a director, senior officer or control person of the Company [ X ] (f) if the Subscriber has checked one or more of boxes B, C or D in paragraph 6.1(d6.1(e) above, the director(s), senior officer(s), or control person(s) of the Company with whom the Subscriber has the relationship is :is: ------------------------------------------------------- ------------------------------------------------------- ------------------------------------------------------- (FILL IN THE NAME OF EACH DIRECTOR. SENIOR OFFICER AND CONTROL PERSON WHICH YOU HAVE THE ABOVE-MENTIONED RELATIONSHIP WITH). (g) the Subscriber is not a U.S. Person; (h) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person; (i) the Subscriber is resident in the jurisdiction set out under the heading “"Name and Address of Subscriber” " on the signature page of this Subscription Agreement; (ji) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber; (kj) the Subscriber is acquiring the Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Shares in the United States or to U.S. Persons; (lk) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s 's own account (except for the circumstances outlined in paragraph 6(o6.1(n)), ) for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares; (ml) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares; (nm) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; (on) if the Subscriber is acquiring the Shares as a fiduciary or agent for one or more investor accounts: (i) the Subscriber has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account, and (ii) the investor accounts for which the Subscriber acts as a fiduciary or agent satisfy the definition of an “"Accredited Investor”", as the term is defined Multilateral Instrument 45-103 adopted by the British Columbia and Alberta Securities CommissionCommissions; (po) the Subscriber acknowledges that the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any “"directed selling efforts” " (as defined in Regulation S under the 0000 Xxx1933 Act) in the United States in respect of any of the Shares which would xxxxx xould include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein; (qp) the Subscriber is not aware of any advertisement of any of the Shares; and (rq) no person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase any of the Shares; (ii) that any person will refund the purchase price of any of the Shares; (iii) as to the future price or value of any of the Shares; or (iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system.

Representations, Warranties and Covenants of the Subscriber. (a) The Subscriber hereby represents and warrants to to, and covenants with agrees with, the Company (which representations, warranties and covenants shall survive the Closing) thatas follows: (ba) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the The Subscriber is a corporation, it an “Accredited Investor” as that term is duly incorporated and validly subsisting de-fined in Rule 501(a) of Regulation D promulgated under the laws of its jurisdiction of incorporation Securities Act, and all necessary approvals by its directors, shareholders and others have been obtained as spe-cifically indicated in Exhibit A to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber; (c) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable toAgreement, or the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound; (d) the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber; (e) if the Subscriber is resident in British Columbia and is not an Accredited Investor, the Subscriber is (check one or more of the following boxes): (A) a director, officer, employee or control person of the Company o (B) a spouse, parent, grandparent, brother, sister or child of a director, senior officer or control person of the Company o (C) a close personal friend of a director, senior officer or control person of the Company [ X ] (D) a close business associate of a director, senior officer or control person of the Company [ X ] (f) if the Subscriber has checked one or more of boxes B, C or D in paragraph 6.1(d) above, the director(s), senior officer(s), or control person(s) of the Company with whom the Subscriber has the relationship is : (g) the Subscriber is not a U.S. “US Person;” as that term is de-fined in Regulation S promulgated under the Securities Act. [IF NOT TRUE PLEASE CROSS OUT] (hb) If a natural person, the Subscriber is not acquiring is: a bona fide resident of the Shares for state or non-United States jurisdiction contained in the account or benefit ofaddress set forth on the signa-ture page of this Agreement as the Subscriber’s home address; at least 21 years of age; and legally competent to execute this Agreement. If an entity, directly or indirectly, any U.S. Person; (i) the Subscriber is resident has its principal offices or principal place of business in the jurisdiction state or non-United States jurisdic-tion contained in the address set out under the heading “Name and Address of Subscriber” forth on the signature page of this Subscription Agreement;, the indi-vidual signing on behalf of the Subscriber is duly authorized to execute this Agreement. (c) This Agreement has been duly executed and delivered by the Subscriber and constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. (d) Neither the execution, delivery or performance of this Agree-ment by the Subscriber violates or conflicts with, creates (with or without the giv-ing of notice or the lapse of time, or both) a default under or a lien or encumbrance upon any of the Subscriber’s assets or properties pursuant to, or requires the consent, approval or order of any government or governmental agency or other person or entity under (i) any note, indenture, lease, license or other material agreement to which the Subscriber is a party or by which it or any of its assets or properties is bound or (ii) any statute, law, rule, regulation or court decree binding upon or applicable to the Subscriber or its assets or properties. If the Subscriber is not a natural person, the execution, delivery and per-formance by the Subscriber of this Agreement, and all other documents relating to an in-vestment by Subscriber in the Shares, have been duly authorized by all necessary corpo-rate or other action on behalf of the Subscriber and such execution, delivery and perform-ance does not and will not constitute a breach or violation of, or default under, the charter or by-laws or equivalent governing documents of the Subscriber. (e) The Subscriber has received, read carefully and is familiar with this Agreement and the Certificate of Designation for the Series A4 Preferred Stock. (f) The Subscriber, together with its professional advisor, is fa-miliar with the Company’s business, plans and financial condition, the terms of the Of-fering and any other matters relating to the Offering; the Subscriber has received all ma-terials which have been requested by the Subscriber; has had a reasonable opportunity to ask questions of the Company and its representatives; and the Company has answered to the satisfaction of the Subscriber all inquiries that the Subscriber or the Subscriber’s rep-resentatives have put to it. The Subscriber has had access to all additional information that the Subscriber has deemed necessary to verify the accuracy of the information set forth in this Agreement and the Other Offer Documents, and has taken all the steps nec-xxxxxx to evaluate the merits and risks of an investment as proposed under this Agreement and the Other Offer Documents. (g) The Subscriber acknowledges that this subscription is and shall be irrevocable and this subscription and the agreements contained herein shall sur-vive the insolvency, death or disability of the Subscriber (as applicable), except that the Subscriber shall have no obligation hereunder in the event that its subscription is for any reason rejected or the Offering is cancelled or terminated by the Company, which the Company reserves the right to do in its sole and absolute discretion and for any reason. (h) The Subscriber or the Subscriber’s purchaser representative has such knowledge and experience in finance, securities, taxation, investments and other business matters so as to be able to protect the interests of the Subscriber in connection with this transaction. (i) The Subscriber understands the various risks of an invest-ment in the Company as proposed herein and can afford to bear such risks, including, without limitation, the risks of losing the entire investment. (j) The Subscriber acknowledges that there is no market for the Shares and only a very limited market for the shares of common stock of the Company. (k) The Subscriber has been advised by the Company that the Shares have not been registered under the Securities Act, that the Shares will be issued on the basis of the statutory exemption provided by Section 4(2) of the Securities Act or Regulation D promulgated thereunder, or both, relating to transactions by an issuer not involving any public offering and under similar exemptions under certain state securities laws; that this transaction has not been reviewed by, passed on or submitted to any United States Fed-eral or state agency or self-regulatory organization where an exemption is being relied upon; and that the Company’s reliance thereon is based in part upon the representations made by the Subscriber in this Agreement. (l) The Subscriber acknowledges that the Subscriber has been in-formed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Securities Act and the rules and regulations thereunder on the transfer of the Shares acquired hereunder. In particular, the Sub-xxxxxxx agrees that no sale, assignment or transfer of any of the Shares shall be valid or effective, and the Company shall not be required to give any effect to such a sale, assignment or transfer, unless (i) the sale, assignment or transfer of such Shares are registered under the Secu-rities Act, it being understood that the Shares are not currently registered for sale and that the Company has no obligation or intention to so register the Shares, except as contemplated by the terms of this Agreement; (ii) the Shares are sold, assigned or transferred in accordance with all the requirements and limitations of Rule 144 under the Securities Act (it being understood that Rule 144 is not available at the present time for the sale of the Shares), or (iii) such sale, assignment or transfer is otherwise exempt from registration under the Securities Act, including Regulation S promulgated thereunder. The Subscriber further understands that an opinion of counsel and other documents may be required to transfer the Shares. (m) The Subscriber acknowledges that the Shares to be ac-quired will be subject to a stop transfer order and any certificate or certificates evidencing any Shares shall bear the Subscriber following or a substantially similar legend and such other leg-ends as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;may be required by state blue sky laws: “THE SHARES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.” (kn) the The Subscriber is acquiring will acquire the Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Shares in the United States or to U.S. Persons; (l) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Shares as principal for the Subscriber’s own account (except or, if such individual is married, for the circumstances outlined joint account of the Subscriber and the Subscriber’s spouse either in paragraph 6(o))joint tenancy, tenancy by the entirety or tenancy in common) for investment purposes only, and not with a view toto the sale or distribution thereof or the granting of any participation therein in violation of the securities laws, and has no present intention of distributing or selling to others any of such interest or granting any participation therein in violation of the securities laws. (o) No representation, guarantee or warranty has been made to the Subscriber by any broker, the Company, any of the officers, directors, stockholders, partners, employees or agents of any of them, or forany other persons, resalewhether expressly or by implication, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;that: (mI) the Company or the Subscriber is not an underwriter ofwill realize any given percentage of profits and/or amount or type of consideration, profit or dealer in, loss as a result of the common shares Company’s activities or the Subscriber’s invest-ment in the Company; or (II) the past performance or experience of the manage-ment of the Company, nor is or of any other person, will in any way indicate the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution predictable results of the Shares; (n) the Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable ownership of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; (o) if the Subscriber is acquiring the Shares as a fiduciary or agent for one or more investor accounts: (i) of the Subscriber has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account, and (ii) the investor accounts for which the Subscriber acts as a fiduciary or agent satisfy the definition of an “Accredited Investor”, as the term is defined Multilateral Instrument 45-103 adopted by the British Columbia Securities Commission;Company’s activities. (p) the The Subscriber acknowledges that the Subscriber has is not acquired subscribing for the Shares as a result ofof or subsequent to any advertisement, and will not itself engage inarticle, notice or other com-munication published in any “directed selling efforts” (as defined in Regulation S under the 0000 Xxx) in the United States in respect of any of the Shares which would include any activities undertaken for the purpose ofnewspaper, magazine or similar media or broadcast over television or radio, or that could reasonably be expected to have the effect ofpresented at any seminar or similar gathering; or any solicitation of a subscription by a person, conditioning the market in the United States for the resale of any of the Shares; providedother than Company personnel, however, that the Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant previously not known to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;undersigned. (q) the The Subscriber is not aware relying on the Company with respect to the tax considerations or the economic merit of any advertisement of any of the Shares; andan investment. (r) no person has made The Subscriber understands that the net proceeds from all sub-scriptions paid and accepted pursuant to the Subscriber any written or oral representations:Offering (after deduction for commis-sions, discounts and expenses of the Offering) will be used in all material respects to fund the business and operations of the Company in the discretion of management. It is agreed by the parties that the proceeds will be used primarily to fund current operations. (is) The Subscriber acknowledges that any person will resell or repurchase any the representations, war-ranties and agreements made by the Subscriber herein shall survive the execution and de-livery of this Agreement and the purchase of the Shares;. (iit) The Subscriber has consulted the Subscriber’s own xxxxx-cial, legal and tax advisors with respect to the economic, legal and tax consequences of an investment in the Shares and has not relied on the Other Offer Documents or the Company, its officers, directors or professional advisors for advice as to such consequences. (u) Except as set forth on the signature page hereto, the Sub-xxxxxxx has not engaged any broker or other person or entity that any person will refund the purchase price of any is entitled to a commis-sion, fee or other remuneration as a result of the Shares; (iii) as to the future price execution, delivery or value performance of any of the Shares; or (iv) that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation systemthis Agreement.