Common use of Documents Required from Subscriber Clause in Contracts

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreement; (b) if the Subscriber is a resident of Canada, the Canadian Investor Questionnaire (the "Canadian Questionnaire") attached as Exhibit A that starts on page 16, along with any additional evidence that may be requested by the Issuer to verify the information provided in the Canadian Questionnaire; (c) if the Subscriber is a U.S. Purchaser (as defined in Exhibit B), the United States Accredited Investor Questionnaire (the "U.S. Questionnaire" and, together with the Canadian Questionnaire, the "Questionnaires") attached as Exhibit B that starts on page 30 along with any additional evidence that may be requested by the Issuer to verify the information provided in the U.S. Questionnaire; (d) the Selling Stockholder Questionnaire attached as Exhibit F that starts on page 40; (e) if the Subscriber is not an individual (that is, the Subscriber is a corporation, partnership, trust or other entity) or is a portfolio manager and does not have a current Corporate Placee Registration Form on file with the TSX Venture Exchange (the "Exchange"), the Corporate Placee Registration Form attached as Exhibit C that starts on page 35, unless the Subscriber has previously submitted this form to the Exchange, there have been no changes to its content, and the Subscriber has checked the box to that effect on page 2 of this Agreement; and (f) such other supporting documentation that the Issuer or the Issuer's Counsel may request to establish the Subscriber's qualification as a qualified investor, and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer's Counsel has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer's Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer's Counsel that the Subscriber has sought independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreement; (b) if the Subscriber is a resident of Canada, the Canadian Investor Questionnaire (the "“Canadian Questionnaire"”) attached as Exhibit A that starts on page 16A, along with any additional evidence that may be requested by the Issuer to verify the information provided in the Canadian Questionnaire; (c) ; if the Subscriber is a U.S. Purchaser (as defined in Exhibit B), the United States Accredited Investor Questionnaire (the "“U.S. Questionnaire" and, together with the Canadian Questionnaire, the "Questionnaires"”) attached as Exhibit B that starts on page 30 and the Canadian Questionnaire along with any additional evidence that may be requested by the Issuer to verify the information provided in the U.S. Questionnaire; (d) the Selling Stockholder Questionnaire attached as Exhibit F that starts on page 40; (ec) if the Subscriber is resident outside of Canada and is not an individual a U.S Purchaser (as defined in Exhibit B), the Offshore Subscriber’s Certificate attached as Exhibit E (the “Offshore Subscriber’s Certificate”) and the Canadian Questionnaire, along with any additional evidence that is, may be requested by the Issuer to verify the information provided in the Offshore Subscriber’s Certificate or the Canadian Questionnaire; (d) unless the Subscriber is subscribing through a corporation, partnership, trust person registered as a broker or other entity) or is a portfolio manager an exempt market dealer (as defined in National Instrument 31-103 – Registration Requirements and does not have a current Corporate Placee Registration Form on file with the TSX Venture Exchange (the "Exchange"Exemptions), or unless the Corporate Placee Registration Form Subscriber is acquiring the Securities directly from the Issuer without involvement of a finder, the “Risk Acknowledgement Form” attached as Exhibit C that starts on page 35, unless the Subscriber has previously submitted this form to the Exchange, there have been no changes to its content, C; and the Subscriber has checked the box to that effect on page 2 of this Agreement; and (fe) such other supporting documentation that the Issuer or the Issuer's Counsel may request to establish the Subscriber's ’s qualification as a qualified investor, and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer's Counsel ’s legal counsel (“Issuer’s Counsel”) has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer's ’s Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer's ’s Counsel that the Subscriber has sought independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreement; (b) if the Subscriber is a resident of Canada, the Canadian Investor Questionnaire (the "Canadian Questionnaire") attached as Exhibit A that starts on page 16, along with any additional evidence that may be requested by the Issuer to verify the information provided in the Canadian Questionnaire; (c) if the Subscriber is a U.S. Purchaser (as defined in Exhibit B), the United States Accredited Investor Questionnaire (the "U.S. Questionnaire" and, together with the Canadian Questionnaire, the "Questionnaires") attached as Exhibit B that starts on page 30 25 along with any additional evidence that may be requested by the Issuer to verify the information provided in the U.S. Questionnaire; (d) the Selling Stockholder Questionnaire attached as Exhibit F D that starts on page 40; (e) if the Subscriber is not an individual (that is, the Subscriber is a corporation, partnership, trust or other entity) or is a portfolio manager and does not have a current Corporate Placee Registration Form on file with the TSX Venture Exchange (the "Exchange"), the Corporate Placee Registration Form attached as Exhibit C that starts on page 35, unless the Subscriber has previously submitted this form to the Exchange, there have been no changes to its content, and the Subscriber has checked the box to that effect on page 2 of this Agreement30; and (fe) such other supporting documentation that the Issuer or the Issuer's Counsel may request to establish the Subscriber's qualification as a qualified investor, and the . The Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer's Counsel has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer's Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer's Counsel that the Subscriber has sought independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreement; (b) if the Subscriber is a resident of Canada, the Canadian Investor Questionnaire (the "“Canadian Questionnaire"”) attached as Exhibit A that starts on page 1617, along with any additional evidence that may be requested by the Issuer to verify the information provided in the Canadian Questionnaire; (c) if the Subscriber is a U.S. Purchaser (as defined in Exhibit B), the United States Accredited Investor Questionnaire (the "“U.S. Questionnaire" ” and, together with the Canadian Questionnaire, the "“Questionnaires"”) attached as Exhibit B that starts on page 30 along with any additional evidence that may be requested by the Issuer to verify the information provided in the U.S. Questionnaire31; (d) the Selling Stockholder Questionnaire attached as Exhibit F that starts on page 40; (e) if the Subscriber is not subscribing through a person registered as a broker or an individual exempt market dealer (that is, as defined in National Instrument 31-103 – Registration Requirements and Exemptions) or the Subscriber is acquiring the Shares directly from the Issuer without involvement of a corporation, partnership, trust or other entity) or is a portfolio manager and does not have a current Corporate Placee Registration Form on file with the TSX Venture Exchange (the "Exchange")finder, the Corporate Placee Registration Form “Risk Acknowledgement Form” attached as Exhibit C that starts is on page 35, unless the Subscriber has previously submitted this form to the Exchange, there have been no changes to its content, and the Subscriber has checked the box to that effect on page 2 of this Agreement34; and (fe) such other supporting documentation that the Issuer or the Issuer's ’s Counsel may request to establish the Subscriber's ’s qualification as a qualified investor, and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer's ’s Counsel has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer's ’s Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer's ’s Counsel that the Subscriber has sought independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Prior to the Closing, the Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreement; (b) if the Subscriber is a resident of Canada, the Canadian Investor Questionnaire (the "“Canadian Questionnaire"”) attached as Exhibit A that starts on page 1617, along with any additional evidence that may be requested by the Issuer to verify the information provided in the Canadian Questionnaire; (c) if the Subscriber is a U.S. Purchaser (as defined in Exhibit B), the United States Accredited Investor Questionnaire (the "“U.S. Questionnaire" ” and, together with the Canadian Questionnaire, the "“Questionnaires"”) attached as Exhibit B that starts on page 30 31 along with any additional evidence that may be requested by the Issuer to verify the information provided in the U.S. Questionnaire; (d) the Selling Stockholder Questionnaire attached as Exhibit F that starts on page 40; (e) if the Subscriber is not an individual (that is, the Subscriber is a corporation, partnership, trust or other entity) or is a portfolio manager and does not have a current Corporate Placee Registration Form on file with the TSX Venture Exchange (the "“Exchange"”), the Corporate Placee Registration Form attached as Exhibit C that starts on page 3536, unless the Subscriber has previously submitted this form to the Exchange, there have been no changes to its content, and the Subscriber has checked the box to that effect on page 2 of this Agreement; and (fe) such other supporting documentation that the Issuer or the Issuer's Counsel may request to establish the Subscriber's ’s qualification as a qualified investor, and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer's ’s Counsel has acted as legal counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer's ’s Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement andAgreement, further, and the Subscriber hereby represents and warrants to the Issuer and the Issuer's ’s Counsel that the Subscriber has sought such independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Prior to the Closing, the Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreement; (b) if the Subscriber is a resident of Canada, the Canadian Investor Questionnaire (the "“Canadian Questionnaire"”) attached as Exhibit A that starts on page 1618, along with any additional evidence that may be requested by the Issuer to verify the information provided in the Canadian Questionnaire; (c) if the Subscriber is a U.S. Purchaser (as defined in Exhibit B), the United States Accredited Investor Questionnaire (the "“U.S. Questionnaire" ” and, together with the Canadian Questionnaire, the "“Questionnaires"”) attached as Exhibit B that starts on page 30 32 along with any additional evidence that may be requested by the Issuer to verify the information provided in the U.S. Questionnaire; (d) the Selling Stockholder Questionnaire attached as Exhibit F that starts on page 40; (e) if the Subscriber is not an individual (that is, the Subscriber is a corporation, partnership, trust or other entity) or is a portfolio manager and does not have a current Corporate Placee Registration Form on file with the TSX Venture Exchange (the "“Exchange"”), the Corporate Placee Registration Form attached as Exhibit C that starts on page 3537, unless the Subscriber has previously submitted this form to the Exchange, there have been no changes to its content, and the Subscriber has checked the box to that effect on page 2 of this Agreement; and (fe) such other supporting documentation that the Issuer or the Issuer's Counsel may request to establish the Subscriber's ’s qualification as a qualified investor, and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer's ’s Counsel has acted as legal counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer's ’s Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement andAgreement, further, and the Subscriber hereby represents and warrants to the Issuer and the Issuer's ’s Counsel that the Subscriber has sought such independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Prior to the Closing, the Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreement; (b) if the Subscriber is a resident of Canada, the Canadian Investor Questionnaire (the "“Canadian Questionnaire"”) attached as Exhibit A that starts on page 1618, along with any additional evidence that may be requested by the Issuer to verify the information provided in the Canadian Questionnaire; (c) if the Subscriber is a U.S. Purchaser (as defined in Exhibit B), the United States Accredited Investor Questionnaire (the "“U.S. Questionnaire" ” and, together with the Canadian Questionnaire, the "“Questionnaires"”) attached as Exhibit B that starts on page 30 381 along with any additional evidence that may be requested by the Issuer to verify the information provided in the U.S. Questionnaire; (d) the Selling Stockholder Questionnaire attached as Exhibit F that starts on page 40; (e) if the Subscriber is not an individual (that is, the Subscriber is a corporation, partnership, trust or other entity) or is a portfolio manager and does not have a current Corporate Placee Registration Form on file with the TSX Venture Exchange (the "“Exchange"”), the Corporate Placee Registration Form attached as Exhibit C that starts on page 3537, unless the Subscriber has previously submitted this form to the Exchange, there have been no changes to its content, and the Subscriber has checked the box to that effect on page 2 of this Agreement; and (fe) such other supporting documentation that the Issuer or the Issuer's Counsel may request to establish the Subscriber's ’s qualification as a qualified investor, and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer's ’s Counsel has acted as legal counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer's ’s Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement andAgreement, further, and the Subscriber hereby represents and warrants to the Issuer and the Issuer's ’s Counsel that the Subscriber has sought such independent legal advice or waives such advice.

Documents Required from Subscriber. ‌ 3.1 The Subscriber must complete, sign and return to the Issuer the following documents:documents:‌ (a) this Agreement; (b) if the Subscriber is a resident of Canada, the Canadian Investor Questionnaire (the "“Canadian Questionnaire"”) attached as Exhibit A that starts on page 16, along with any additional evidence that may be requested by the Issuer to verify the information provided in the Canadian Questionnaire13; (c) if the Subscriber is a U.S. Purchaser (as defined in Exhibit B), the United States Accredited Investor Questionnaire (the "“U.S. Questionnaire" ” and, together with the Canadian Questionnaire, the "“Questionnaires"”) attached as Exhibit B that starts on page 30 along with any additional evidence that may be requested by the Issuer to verify the information provided in the U.S. Questionnaire31; (d) if the Selling Stockholder Questionnaire Subscriber is not subscribing through a person registered as a broker or an exempt market dealer (as defined in National Instrument 31-103 – Registration Requirements and Exemptions) or the Subscriber is acquiring the Securities directly from the Issuer without involvement of a finder, the “Risk Acknowledgement Form” attached as Exhibit F C that starts is on page 40;36;‌ (e) if the Subscriber is not an individual (that is, the Subscriber is a corporation, partnership, trust or other entity) or is a portfolio manager and does not have a current Corporate Placee Registration Form on file with the TSX Venture Exchange (the "Exchange"), the Corporate Placee Registration Form attached as Exhibit C D that starts on page 3537, unless the Subscriber has previously submitted this form to the Exchange, there have been no changes to its content, and the Subscriber has checked the box to that effect on page 2 of this Agreement; and. (f) such other supporting documentation that the Issuer or the Issuer's ’s Counsel may request to establish the Subscriber's ’s qualification as a qualified investor, investor,‌ and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer's ’s Counsel has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer's ’s Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer's ’s Counsel that the Subscriber has sought independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreement; (b) if the Subscriber is a resident of CanadaCanadian resident, the Canadian Investor Questionnaire (the "“Canadian Questionnaire"”) attached as Exhibit A that starts on page 16, along with any additional evidence 15 and the Risk Acknowledgement Form that may be requested by the Issuer to verify the information provided in the Canadian Questionnairestarts on page 22; (c) if the Subscriber is a U.S. Purchaser (as defined in Exhibit B)Canadian resident, the United States Accredited Investor Questionnaire (the "U.S. Questionnaire" and, together with the Canadian Questionnaire, the "Questionnaires") attached as Exhibit B that starts on page 30 along with any additional evidence that may be requested by the Issuer to verify the information provided in the U.S. Questionnaire; (d) the Selling Stockholder Questionnaire attached as Exhibit F that starts on page 40; (e) if the Subscriber is not subscribing through a person registered as a broker or an individual exempt market dealer (that is, as defined in National Instrument 31-103 – Registration Requirements and Exemptions) or the Subscriber is acquiring the Securities directly from the Issuer without involvement of a corporation, partnership, trust or other entity) or is a portfolio manager and does not have a current Corporate Placee Registration Form on file with the TSX Venture Exchange (the "Exchange")finder, the Corporate Placee Registration Form “Risk Acknowledgement Form” attached as Exhibit C that starts is on page 35, unless the Subscriber has previously submitted this form to the Exchange, there have been no changes to its content, and the Subscriber has checked the box to that effect on page 2 of this Agreement30; and (fd) such other supporting documentation that the Issuer or the Issuer's ’s Counsel may request to establish the Subscriber's ’s qualification as a qualified investor, ; and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer's ’s Counsel has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer's ’s Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer's ’s Counsel that the Subscriber has sought independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer Company an executed copy of this Subscription Agreement and an executed copy of the following documents: (a) this Agreement; (b) if the Subscriber is a resident of Canada, the Canadian Accredited Investor Questionnaire attached to this Agreement as Exhibit "A" (the "Canadian Questionnaire") attached as Exhibit A that starts on page 16, along with any additional evidence that may be requested by the Issuer to verify the information provided in the Canadian Questionnaire; (c) if the ). The Subscriber is a U.S. Purchaser (as defined in Exhibit B), the United States Accredited Investor Questionnaire (the "U.S. Questionnaire" and, together with the Canadian Questionnaire, the "Questionnaires") attached as Exhibit B that starts on page 30 along with any additional evidence that may be requested by the Issuer to verify the information provided in the U.S. Questionnaire; (d) the Selling Stockholder Questionnaire attached as Exhibit F that starts on page 40; (e) if the Subscriber is not an individual (that is, the Subscriber is a corporation, partnership, trust or other entity) or is a portfolio manager and does not have a current Corporate Placee Registration Form on file with the TSX Venture Exchange (the "Exchange"), the Corporate Placee Registration Form attached as Exhibit C that starts on page 35, unless the Subscriber has previously submitted this form to the Exchange, there have been no changes to its content, and the Subscriber has checked the box to that effect on page 2 of this Agreement; and (f) such other supporting documentation that the Issuer or the Issuer's Counsel may request to establish the Subscriber's qualification as a qualified investor, and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will shall complete, sign and return to the Issuer Company as soon as possible, on request by the Company, any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or authorities, the OTC Bulletin Board and applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer's Counsel has acted as counsel only to the Issuer and is not protecting the rights and interests law. Closing of the Subscriberoffering of the Shares (the "Closing") shall occur on or before May 30, 2007, or on such later date as may be determined by the Company (the "Closing Date"). The Subscriber acknowledges and agrees that: none of the Shares have been or, except as otherwise expressly set forth in this Agreement, will be registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the Issuer 1933 Act ("Regulation S"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state securities laws; other than as set out herein, the Issuer's Counsel Company has not undertaken to, and will have given no obligation to, register any of the Shares under the 1933 Act or any other securities legislation; it has received and carefully read this Subscription Agreement; by completing the Questionnaire, the Subscriber the opportunity to seek, is representing and are hereby recommending warranting that the Subscriber obtainis not a resident of the United States and that the subscriber is an "Accredited Investor", independent legal advice as that term is defined in National Instrument 45-106, as adopted by the British Columbia Securities Commission; no prospectus or offering memorandum within the meaning of the securities laws has been delivered to, summarized for or seen by the Subscriber (and, if applicable, others for whom it is contracting hereunder) in connection with the Offering and the Subscriber (and, if applicable, others for whom it is contracting hereunder) is not aware of any prospectus or offering memorandum having been prepared by the Company; the decision to execute this Subscription Agreement and acquire the Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company, and such decision is based entirely upon a review of information (the adequacy of which is hereby acknowledged) about the Company that is available to any member of the public on the ▇▇▇▇▇ database maintained by the U.S. Securities and Exchange Commission (the "SEC") at ▇▇▇.▇▇▇.▇▇▇; it has not received, nor has it requested, nor does it have any need to receive, any offering memorandum (as defined in or contemplated by applicable securities legislation) or any other document (other than financial statements or any other continuous disclosure documents, the contents of which are prescribed by statute or regulation) describing the business and affairs of the Company which has been prepared for delivery to, and review by, prospective subscribers in order to assist them in making an investment decision in respect of the Shares, and it has not become aware of any advertisement including, by way of example and not in limitation, advertisement in any printed media of general and regular circulation or on radio or television with respect to the distribution of the Shares; it and its advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the sale of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense; the books and records of the Company were available upon reasonable notice for inspection, subject matter to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business and that all documents, records and books in connection with the sale of the Shares hereunder have been made available for inspection by him and his attorney and/or advisor(s); all information which the Subscriber has provided to the Company is correct and complete as of the date the Subscription Agreement is signed, and if there should be any change in such information prior to this Subscription Agreement and, furtherbeing executed by the Company, the Subscriber hereby represents will immediately provide the Company with such information; the Company is entitled to rely on the representations and warrants warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement; the Company has advised the Subscriber that the Company is relying on an exemption from the requirements of the regulatory authorities in Canada requiring that the Company provide the Subscriber with a prospectus and sell the Shares to the Issuer Subscriber through a person registered to sell securities under the securities laws of the Canadian Province where the Subscriber resides and, as a consequence of acquiring the Shares pursuant to this exemption, certain protections, rights and remedies provided by the Issuer's Counsel securities laws of that Canadian Province, including statutory rights of rescission or damages, will not be available to the Subscriber; the Subscriber has not acquired the Shares as a result of, and will not itself engage in, any "directed selling efforts" (as that term is defined in Regulation S) in the United States in respect 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 the Shares; provided, however, that the Subscriber may sell or otherwise dispose of the Shares pursuant to registration thereof under the 1933 Act and any applicable state and provincial Shares laws or under an exemption from such registration requirements; the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith; the statutory and regulatory basis for the exemption from U.S. registration requirements claimed for the offer of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act or any applicable state or provincial securities laws; the Subscriber has sought independent legal advice been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with: any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and applicable resale restrictions; none of the Shares are listed on any stock exchange or waives such adviceautomated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed 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 National Association of Securities Dealers, Inc.'s OTC Bulletin Board; in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Subscriber's ability to resell the Shares under Canadian provincial securities laws and Canadian National Instrument 45-102; the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in each case in accordance with applicable state securities laws; neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares; no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators; there is no government or other insurance covering any of the Shares; the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company; and this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.

Documents Required from Subscriber. 3.1 The Prior to the Closing, the Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreement; (b) if the Subscriber is a resident of Canada, the Canadian Investor Questionnaire (the "“Canadian Questionnaire"”) attached as Exhibit A that starts on page 16, along with any additional evidence that may be requested by the Issuer to verify the information provided in the Canadian Questionnaire; (c) if the Subscriber is a U.S. Purchaser (as defined in Exhibit B), the United States Accredited Investor Questionnaire (the "“U.S. Questionnaire" ” and, together with the Canadian Questionnaire, the "“Questionnaires"”) attached as Exhibit B that starts on page 30 along with any additional evidence that may be requested by the Issuer to verify the information provided in the U.S. Questionnaire; (d) the Selling Stockholder Questionnaire attached as Exhibit F that starts on page 40; (e) if the Subscriber is not an individual (that is, the Subscriber is a corporation, partnership, trust or other entity) or is a portfolio manager and does not have a current Corporate Placee Registration Form on file with the TSX Venture Exchange (the "“Exchange"”), the Corporate Placee Registration Form attached as Exhibit C that starts on page 35, unless the Subscriber has previously submitted this form to the Exchange, there have been no changes to its content, and the Subscriber has checked the box to that effect on page 2 of this Agreement; (e) if the Subscriber is not subscribing through a person registered as a registered firm, registered individual or an exempt market dealer (each as defined in National Instrument 31-103 – Registration Requirements and Exemptions), or the Subscriber is acquiring the Shares directly from the Issuer without the involvement of a finder, the “Risk Acknowledgement Form” attached hereto as Exhibit D, which is on page 39; and (f) such other supporting documentation that the Issuer or the Issuer's Counsel may request to establish the Subscriber's ’s qualification as a qualified investor, and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer's ’s Counsel has acted as legal counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer's ’s Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement andAgreement, further, and the Subscriber hereby represents and warrants to the Issuer and the Issuer's ’s Counsel that the Subscriber has sought such independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreement; (b) if relying on the Subscriber is a resident of Canada"accredited investor exemption", "family, friends or business associates exemption" or "minimum amount exemption", the Canadian Investor Questionnaire (the "“Canadian Questionnaire"”) attached as Exhibit A that starts on page 16, along with any additional evidence that may be requested by the Issuer to verify the information provided in the Canadian Questionnairehereto; (c) if relying on the "existing security holder exemption", the Existing Security Holder Certificate attached as Exhibit B hereto; (d) if relying on the "investment dealer exemption", the Investment Dealer Certificate attached as Exhibit C hereto; (e) if the Subscriber is a U.S. Purchaser (as defined in Exhibit BD), the United States Accredited Investor Questionnaire (the "“U.S. Questionnaire" ” and, together with the Canadian Questionnaire, the "“Questionnaires"”) attached as Exhibit B that starts on page 30 along with any additional evidence that may be requested by the Issuer to verify the information provided in the U.S. Questionnaire; (d) the Selling Stockholder Questionnaire attached as Exhibit F that starts on page 40; (e) if the Subscriber is not an individual (that is, the Subscriber is a corporation, partnership, trust or other entity) or is a portfolio manager and does not have a current Corporate Placee Registration Form on file with the TSX Venture Exchange (the "Exchange"), the Corporate Placee Registration Form attached as Exhibit C that starts on page 35, unless the Subscriber has previously submitted this form to the Exchange, there have been no changes to its content, and the Subscriber has checked the box to that effect on page 2 of this AgreementD hereto; and (f) such other supporting documentation that the Issuer or the Issuer's ’s Counsel may request to establish the Subscriber's ’s qualification as a qualified investor, and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws. 3.3 If the Subscriber fully complies with and relies upon the existing security holder exemption by completing and signing Exhibit B – Existing Security Holder Exemption Certificate attached hereto, then by accepting this Subscription, the Issuer represents and warrants to the Subscriber that (i) the Issuer’s “documents” and “core documents”, each as defined in section 140.1 of the Securities Act (British Columbia), do not contain a misrepresentation and (ii) there is no material fact or material change related to the Issuer that has not been generally disclosed. 3.4 If the Subscriber fully complies with and relies upon the existing security holder exemption by completing and signing Exhibit B – Existing Security Holder Exemption Certificate attached hereto and is not resident in Alberta, Ontario or Quebec, then by accepting this Subscription, the Issuer grants the Subscriber a contractual right of action against the Issuer for rescission or damages that: (a) is available to the Subscriber if a "document" or "core document", each as defined in section 140.1 of the Securities Act (British Columbia), of the Issuer contains a misrepresentation which was not corrected before the Subscriber acquires the Units, without regard to whether the Subscriber relied on such misrepresentation; (b) is enforceable by the Subscriber delivering a notice to the Issuer: (i) in the case of an action for rescission, within 180 days after the date the Subscriber signed this Agreement, or (ii) in the case of an action for damages, before the earlier of: A. 180 days after the Subscriber first had knowledge of the facts giving rise to the cause of action, or B. three (3) years after the date the Subscriber signed this Agreement; (c) is subject to the defence that the Subscriber had knowledge of the misrepresentation; (d) in the case of an action for damages, the amount recoverable: (i) shall not exceed the Subscription Amount, and (ii) does not include any part of the damages that the Issuer proves does not represent the depreciation in value of the Units resulting from the misrepresentation; and (e) is in addition to, and does not detract from, any other right of the Subscriber. 3.5 If the Subscriber fully complies with and relies upon the existing security holder exemption by completing and signing Exhibit B – Existing Security Holder Exemption Certificate attached hereto and is resident in Alberta, Ontario or Quebec, then the Subscriber is hereby notified and acknowledges that there are statutory rights of action available pursuant to Part 17.01 of the Securities Act (Alberta), Part XXIII.1 of the Securities Act (Ontario) and Division II of Chapter II of the Securities Act (Quebec) and the Subscriber should, and has been advised to, obtain independent legal advice with respect to such rights, which may be in addition to any other rights the Subscriber has under this Agreement or applicable Canadian securities laws. 3.6 If the Subscriber fully complies with and relies upon the investment dealer exemption by completing and signing Exhibit C – Investment Dealer Exemption Certificate attached hereto, then by accepting this Subscription, the Issuer represents and warrants to the Subscriber that (i) the Issuer’s “documents” and “core documents”, as defined in section 140.1 of the Securities Act (British Columbia) do not contain a misrepresentation and (ii) there is no material fact or material change related to the Issuer that has not been generally disclosed. 3.7 If the Subscriber fully complies with and relies upon the investment dealer exemption by completing and signing Exhibit C – Investment Dealer Exemption Certificate attached hereto and is not resident in Alberta, then by accepting this Subscription, the Issuer grants the Subscriber a contractual right of action against the Issuer for rescission or damages that: (a) is available to the Subscriber if a "document" or "core document", each as defined in section 140.1 of the Securities Act (British Columbia), of the Issuer contains a misrepresentation which was not corrected before the Subscriber acquires the Units, without regard to whether the Subscriber relied on such misrepresentation; (b) is enforceable by the Subscriber delivering a notice to the Issuer: (i) in the case of an action for rescission, within 180 days after the date the Subscriber signed this Agreement, or (ii) in the case of an action for damages, before the earlier of: A. 180 days after the Subscriber first had knowledge of the facts giving rise to the cause of action, or B. three (3) years after the date the Subscriber signed this Agreement; (c) is subject to the defence that the Subscriber had knowledge of the misrepresentation; (d) in the case of an action for damages, the amount recoverable: (i) shall not exceed the Subscription Amount, and (ii) does not include any part of the damages that the Issuer proves does not represent the depreciation in value of the Units resulting from the misrepresentation; and (e) is in addition to, and does not detract from, any other right of the Subscriber. 3.8 If the Subscriber fully complies with and relies upon the investment dealer exemption by completing and signing Exhibit C – Investment Dealer Exemption Certificate attached hereto and is resident in Alberta, then the Subscriber is hereby notified and acknowledges that there are statutory rights of action available pursuant to Part 17.01 of the Securities Act (Alberta) and the Subscriber should, and has been advised to, obtain independent legal advice with respect to such rights, which may be in addition to any other rights the Subscriber has under this Agreement or applicable Canadian securities laws. 3.9 The Issuer and the Subscriber acknowledge and agree that the Issuer's ’s Counsel has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer's ’s Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer's ’s Counsel that the Subscriber has sought independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreement; (b) if the Subscriber is a resident of in Canada, the Canadian Investor Questionnaire (the "Canadian Questionnaire") attached as Exhibit A that starts on page 16, along with any additional evidence that may be requested by the Issuer to verify the information provided in the Canadian Questionnaire; (c) if the Subscriber is a U.S. Purchaser (as defined in Exhibit B), the United States Accredited Investor Questionnaire (the "U.S. Questionnaire" and, together with the Canadian Questionnaire, the "Questionnaires") attached as Exhibit B that starts on page 30 along with any additional evidence that may be requested by the Issuer to verify the information provided in the U.S. Questionnaire; (d) the Selling Stockholder Questionnaire attached as Exhibit F that starts on page 40; (e) if the Subscriber is not an individual (that is, the Subscriber is a corporation, partnership, trust or other entity) or is a portfolio manager and does not have a current Corporate Placee Registration Form on file with the TSX Venture Exchange (the "Exchange"), the Corporate Placee Registration Form attached as Exhibit C that starts on page 35, unless the Subscriber has previously submitted this form to the Exchange, there have been no changes to its content, and the Subscriber has checked the box to that effect on page 2 of this Agreement29; and (fd) such other supporting documentation that the Issuer or the Issuer's Counsel may request to establish the Subscriber's qualification as a qualified investor, and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer's Counsel has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer's Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer's Counsel that the Subscriber has sought independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreement; (b) the Acknowledgement and Direction attached as Exhibit A, which is on page 17; (c) if the Subscriber is a resident of Canada, the Canadian Investor Questionnaire (the "Canadian Questionnaire") attached as Exhibit A B that starts on page 1618, along with any additional evidence that may be requested by the Issuer to verify the information provided in the Canadian Questionnaire; (cd) if the Subscriber is a U.S. Purchaser (as defined in Exhibit BC), the United States Accredited Investor Questionnaire (the "U.S. Questionnaire" and, together with the Canadian Questionnaire, the "Questionnaires") attached as Exhibit B C that starts on page 30 32 along with any additional evidence that may be requested by the Issuer to verify the information provided in the U.S. Questionnaire; (de) the Selling Stockholder Questionnaire attached as Exhibit F G that starts on page 4042; (ef) if the Subscriber is not an individual (that is, the Subscriber is a corporation, partnership, trust or other entity) or is a portfolio manager and does not have a current Corporate Placee Registration Form on file with the TSX Venture Exchange (the "Exchange"), the Corporate Placee Registration Form attached as Exhibit C D that starts on page 3537, unless the Subscriber has previously submitted this form to the Exchange, there have been no changes to its content, and the Subscriber has checked the box to that effect on page 2 of this Agreement; and (fg) such other supporting documentation that the Issuer or the Issuer's Counsel Escrow Agent may request to establish the Subscriber's qualification as a qualified investor, and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer's Counsel Escrow Agent has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer's Counsel Escrow Agent have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer's Counsel Escrow Agent that the Subscriber has sought independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreement; (b) if the Subscriber is a resident of Canada, the Canadian Investor Questionnaire (the "“Canadian Questionnaire"”) attached as Exhibit A that starts on page 1614, along with any additional evidence that may be requested by the Issuer to verify the information provided in the Canadian Questionnaire; (c) if the Subscriber is a U.S. Purchaser (as defined in Exhibit B), the United States Accredited Investor Questionnaire (the "“U.S. Questionnaire" ” and, together with the Canadian Questionnaire, the "“Questionnaires"”) attached as Exhibit B that starts on page 30 along with any additional evidence that may be requested by the Issuer to verify the information provided in the U.S. Questionnaire27; (d) the Selling Stockholder Questionnaire attached as Exhibit F that starts on page 40; (e) if the Subscriber is not subscribing through a person registered as a broker or an individual exempt market dealer (that is, as defined in National Instrument 31-103 – Registration Requirements and Exemptions) or the Subscriber is acquiring the Securities directly from the Issuer without involvement of a corporation, partnership, trust or other entity) or is a portfolio manager and does not have a current Corporate Placee Registration Form on file with the TSX Venture Exchange (the "Exchange")finder, the Corporate Placee Registration Form “Risk Acknowledgement Form” attached as Exhibit C that starts is on page 35, unless the Subscriber has previously submitted this form to the Exchange, there have been no changes to its content, and the Subscriber has checked the box to that effect on page 2 of this Agreement31; and (fe) such other supporting documentation that the Issuer or the Issuer's ’s Counsel may request to establish the Subscriber's ’s qualification as a qualified investor, and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer's ’s Counsel has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer's ’s Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer's ’s Counsel that the Subscriber has sought independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreement; (b) the Acknowledgement and Direction attached as Exhibit A, which is on page 17; (c) if the Subscriber is a resident of Canada, the Canadian Investor Questionnaire (the "“Canadian Questionnaire"”) attached as Exhibit A B that starts on page 1618, along with any additional evidence that may be requested by the Issuer to verify the information provided in the Canadian Questionnaire; (cd) if the Subscriber is a U.S. Purchaser (as defined in Exhibit BC), the United States Accredited Investor Questionnaire (the "“U.S. Questionnaire" ” and, together with the Canadian Questionnaire, the "“Questionnaires"”) attached as Exhibit B C that starts on page 30 32 along with any additional evidence that may be requested by the Issuer to verify the information provided in the U.S. Questionnaire; (de) the Selling Stockholder Questionnaire attached as Exhibit F G that starts on page 4042; (ef) if the Subscriber is not an individual (that is, the Subscriber is a corporation, partnership, trust or other entity) or is a portfolio manager and does not have a current Corporate Placee Registration Form on file with the TSX Venture Exchange (the "“Exchange"”), the Corporate Placee Registration Form attached as Exhibit C D that starts on page 3537, unless the Subscriber has previously submitted this form to the Exchange, there have been no changes to its content, and the Subscriber has checked the box to that effect on page 2 of this Agreement; and (fg) such other supporting documentation that the Issuer or the Issuer's Counsel Escrow Agent may request to establish the Subscriber's ’s qualification as a qualified investor, and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer's Counsel Escrow Agent has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer's Counsel Escrow Agent have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer's Counsel Escrow Agent that the Subscriber has sought independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreement; (b) if the Subscriber is a resident of Canada, the Canadian Investor Questionnaire (the "“Canadian Questionnaire"”) attached as Exhibit A that starts on page 1615, along with any additional evidence that may be requested by the Issuer to verify the information provided in the Canadian Questionnaire; (c) if the Subscriber is a U.S. Purchaser (as defined in Exhibit B), the United States Accredited Investor Questionnaire (the "“U.S. Questionnaire" ” and, together with the Canadian Questionnaire, the "“Questionnaires"”) attached as Exhibit B that starts on page 30 along with any additional evidence that may be requested by the Issuer to verify the information provided in the U.S. Questionnaire29; (d) the Selling Stockholder Questionnaire attached as Exhibit F that starts on page 40; (e) if the Subscriber is not subscribing through a person registered as a broker or an individual exempt market dealer (that is, as defined in National Instrument 31-103 – Registration Requirements and Exemptions) or the Subscriber is acquiring the Shares directly from the Issuer without involvement of a corporation, partnership, trust or other entity) or is a portfolio manager and does not have a current Corporate Placee Registration Form on file with the TSX Venture Exchange (the "Exchange")finder, the Corporate Placee Registration Form “Risk Acknowledgement Form” attached as Exhibit C that starts is on page 35, unless the Subscriber has previously submitted this form to the Exchange, there have been no changes to its content, and the Subscriber has checked the box to that effect on page 2 of this Agreement32; and (fe) such other supporting documentation that the Issuer or the Issuer's ’s Counsel may request to establish the Subscriber's ’s qualification as a qualified investor, and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer's ’s Counsel has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer's ’s Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer's ’s Counsel that the Subscriber has sought independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer the following documents: (a) an executed copy of this Agreement; (b) if the Subscriber is a resident of Canada, the Canadian Investor Questionnaire (the "Canadian Questionnaire") attached as Exhibit A that starts on page 16, along with any additional evidence that may be requested by the Issuer to verify the information provided in the Canadian QuestionnaireA; (c) if the Subscriber is a U.S. Purchaser (If you are subscribing as defined in Exhibit B)an "accredited investor" and are an individual, the United States Accredited Investor Questionnaire (the "U.S. Questionnaire" and, together with the Canadian Questionnaire, the "Questionnaires") attached as you must complete and sign Exhibit B that starts on page 30 along with any additional evidence that may be requested by the Issuer to verify the information provided in the U.S. Questionnaire;"Form 45-106F9 - Risk Acknowledgement Form". (d) If you are subscribing relying on the Selling Stockholder Questionnaire attached as Friends, Family and Business Associates exemption and are resident in Ontario, you must complete and sign Exhibit F that starts on page 40;C – "Form 45-106F12 – Risk Acknowledgement Form for Friends, Family and Business Associates Investors Resident in Ontario". (e) If you are subscribing relying on the Friends, Family and Business Associates – Saskatchewan Exemption and are resident in Saskatchewan, you must complete and sign Exhibit D - Form 45- 106F5 – Saskatchewan Risk Acknowledgement Form for Close Personal Friends and Close Business Associates". (f) if the Subscriber is not an individual (that is, the Subscriber is a corporation, partnership, trust or other entity) or is a portfolio manager and does not have a current Corporate Placee Registration Form on file with the TSX Venture Exchange (the "Exchange")TSXV, the Corporate Placee Registration Form attached as Exhibit C that starts on page 35, unless the Subscriber has previously submitted this form to the Exchange, there have been no changes to its content, and the Subscriber has checked the box to that effect on page 2 of this AgreementH; and (fg) such other supporting documentation that the Issuer or the Issuer's Counsel its legal counsel may request to establish the Subscriber's qualification as a qualified investor, and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the The Subscriber will shall complete, sign and return to the Issuer as soon as possible, on request by the Issuer, any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or and applicable lawslaw. 3.3 The Issuer and the Subscriber Both parties to this Agreement acknowledge and agree that the Issuer's Counsel ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ LLP has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer's Counsel ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ LLP have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer's Counsel Fogler, ▇▇▇▇▇▇▇▇ LLP that the Subscriber has sought independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreement; (b) if the Subscriber is a resident of Canada, the Canadian Investor Questionnaire (the "“Canadian Questionnaire"”) attached as Exhibit A that starts on page 16, along with any additional evidence that may be requested by the Issuer to verify the information provided in the Canadian Questionnaire14; (c) if the Subscriber is a U.S. Purchaser (as defined in Exhibit B), the United States Accredited Investor Questionnaire (the "“U.S. Questionnaire" ” and, together with the Canadian Questionnaire, the "“Questionnaires"”) attached as Exhibit B that starts on page 30 along with any additional evidence that may be requested by the Issuer to verify the information provided in the U.S. Questionnaire27; (d) unless the Selling Stockholder Questionnaire Subscriber is subscribing through a person registered as a broker or an exempt market dealer (as defined in National Instrument 31-103 – Registration Requirements and Exemptions) or unless the Subscriber is acquiring the Securities directly from the Issuer without involvement of a finder, the “Risk Acknowledgement Form” attached as Exhibit F C that starts is on page 4032; (e) if the Subscriber is not an individual (that is, the Subscriber is a corporation, partnership, trust or other entity) or is a portfolio manager and does not have a current Corporate Placee Registration Form on file with the TSX Venture Exchange (the "“Exchange"”), the Corporate Placee Registration Form attached as Exhibit C D that starts is on page 3533, unless the Subscriber has previously submitted this form to the Exchange, there have been no changes to its content, and the Subscriber has checked the box to that effect on page 2 of this Agreement; and (f) such other supporting documentation that the Issuer or the Issuer's ’s Counsel may request to establish the Subscriber's ’s qualification as a qualified investor, and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer's ’s Counsel has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer's ’s Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer's ’s Counsel that the Subscriber has sought independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreement; (b) if the Subscriber is a resident of Canada, the Canadian Investor Questionnaire (the "“Canadian Questionnaire"”) attached as Exhibit A that starts on page 16, along with any additional evidence that may be requested by the Issuer to verify the information provided in the Canadian Questionnaire17; (c) if the Subscriber is a U.S. Purchaser (as defined in Exhibit B), the United States Accredited Investor Questionnaire (the "“U.S. Questionnaire" ” and, together with the Canadian Questionnaire, the "“Questionnaires"”) attached as Exhibit B that starts on page 30 along with any additional evidence that may be requested by the Issuer to verify the information provided in the U.S. Questionnaire31; (d) a duly signed subscription agreement (the Selling Stockholder Questionnaire attached as Exhibit F that starts on page 40“Naturo Subscription Agreement”) executed by the Subscriber for 2,812,500 units of Naturo Group Investments Inc. (“Naturo”), with each unit consisting of one Series A Preferred Share in the capital of Naturo and 0.444444 share purchase warrants, with each whole warrant entitling the holder to purchase one Series A Preferred Share in the capital of Naturo; (e) if a duly signed share transfer agreement between Naturo and the Subscriber is not an individual (that isSubscriber, whereby Naturo agrees to transfer 2,000,000 common shares in the Subscriber is capital of the Issuer at a corporation, partnership, trust or other entity) or is price of $0.25 per common share for a portfolio manager and does not have a current Corporate Placee Registration Form on file with the TSX Venture Exchange total purchase price of $500,000 (the "Exchange"“Share Transfer Agreement”), ; (f) a duly signed independent consultant agreement (the Corporate Placee Registration Form attached as Exhibit C that starts on page 35, unless “Consultant Agreement”) between the Subscriber has previously submitted this form to the Exchange, there have been no changes to its content, Issuer and the Subscriber has checked Subscriber; (g) a duly completed consent to act as director from the box to that effect on page 2 of this AgreementInitial Nominee (as defined herein); and (fh) such other supporting documentation that the Issuer or ▇▇▇▇▇ ▇▇▇▇▇▇ LLP (the “Issuer's Counsel ’s Counsel”) may request to establish the Subscriber's ’s qualification as a qualified investor, and the Subscriber Issuer acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided receipt of all of such documents to the Issuerdocuments. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer's ’s Counsel has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer's ’s Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer's ’s Counsel that the Subscriber has sought independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreement; (b) the Acknowledgement and Direction attached as Exhibit A that can be found at page 16; (c) if the Subscriber is a resident of Canada, the Canadian Investor Questionnaire (the "“Canadian Questionnaire"”) attached as Exhibit A B that starts on page 16, along with any additional evidence that may be requested by the Issuer to verify the information provided in the Canadian Questionnaire17; (cd) if the Subscriber is a U.S. Purchaser (as defined in Exhibit BC), the United States Accredited Investor Questionnaire (the "“U.S. Questionnaire" ” and, together with the Canadian Questionnaire, the "“Questionnaires"”) attached as Exhibit B C that starts on page 30 along with any additional evidence that may be requested by the Issuer to verify the information provided in the U.S. Questionnaire; (d) the Selling Stockholder Questionnaire attached as Exhibit F that starts on page 4023; (e) if the Subscriber is not an individual (that isa resident in Canada, unless the Subscriber is subscribing through a corporation, partnership, trust or other entity) or is a portfolio manager person registered as an exempt market dealer (as defined in National Instrument 31-103 – Registration Requirements and does not have a current Corporate Placee Registration Form on file with the TSX Venture Exchange (the "Exchange"Exemptions), the Corporate Placee Registration Form “Risk Acknowledgement Form” attached hereto as Exhibit C that starts is on page 35, unless the Subscriber has previously submitted this form to the Exchange, there have been no changes to its content, and the Subscriber has checked the box to that effect on page 2 of this Agreement27; and (f) such other supporting documentation that the Issuer or the Issuer's ’s Counsel may request to establish the Subscriber's ’s qualification as a qualified investor, and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer's Counsel has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer's Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer's Counsel that the Subscriber has sought independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreement; (b) if the Subscriber is a resident of Canada, the Canadian Investor Questionnaire (the "“Canadian Questionnaire"”) attached as Exhibit A that starts on page 16, along with any additional evidence that may be requested by the Issuer to verify the information provided in the Canadian Questionnaire15; (c) if the Subscriber is a U.S. Purchaser (as defined in Exhibit B), the United States Accredited Investor Questionnaire (the "“U.S. Questionnaire" ” and, together with the Canadian Questionnaire, the "“Questionnaires"”) attached as Exhibit B that starts on page 30 along with any additional evidence that may be requested by the Issuer to verify the information provided in the U.S. Questionnaire29; (d) the Selling Stockholder Questionnaire attached as Exhibit F that all individual accredited investors (not corporations, partnerships or trusts) must fill in and execute Form 45-106F9 which starts on page 4027; (e) if the Subscriber is not subscribing through a person registered as a broker or an individual exempt market dealer (that is, as defined in National Instrument 31-103 – Registration Requirements and Exemptions) or the Subscriber is not acquiring the Securities directly from the Issuer without involvement of a corporationfinder, partnership, trust or other entitythe “Risk Acknowledgement Form” attached as Exhibit C that is on page 34; (f) if the Subscriber is not an individual or is a portfolio manager and does not have a current Corporate Placee Registration Form on file with the TSX Venture Exchange (the "“Exchange"”), the Corporate Placee Registration Form attached as Exhibit C D that starts on page 3536, unless the Subscriber has previously submitted this form to the Exchange, there have been no changes to its content, and the Subscriber has checked the box to that effect on page 2 of this Agreement; (g) the Selling Stockholder Questionnaire attached as Exhibit F that starts on page 39; and (fh) such other supporting documentation that the Issuer or the Issuer's ’s Counsel may request to establish the Subscriber's ’s qualification as a qualified investor, and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer's ’s Counsel has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer's ’s Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer's ’s Counsel that the Subscriber has sought independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreement; (b) the Acknowledgement and Direction attached as Exhibit A, which is on page 17; (c) if the Subscriber is a resident of Canada, the Canadian Investor Questionnaire (the "Canadian Questionnaire") attached as Exhibit A B that starts on page 1618, along with any additional evidence that may be requested by the Issuer to verify the information provided in the Canadian Questionnaire; (cd) if the Subscriber is a U.S. Purchaser (as defined in Exhibit BC), the United States Accredited Investor Questionnaire (the "U.S. Questionnaire" and, together with the Canadian Questionnaire, the "Questionnaires") attached as Exhibit B C that starts on page 30 32, along with any additional evidence that may be requested by the Issuer to verify the information provided in the U.S. Questionnaire; (de) the Selling Stockholder Questionnaire attached as Exhibit F that starts on page 40; (e) if the Subscriber is not an individual (that is, the Subscriber is a corporation, partnership, trust or other entity) or is a portfolio manager and does not have a current Corporate Placee Registration Form on file with the TSX Venture Exchange (the "Exchange"), the Corporate Placee Registration Form attached as Exhibit C that starts on page 35, unless the Subscriber has previously submitted this form to the Exchange, there have been no changes to its content, and the Subscriber has checked the box to that effect on page 2 of this Agreement; and (f) such other supporting documentation that the Issuer or the Issuer's Counsel Escrow Agent may request to establish the Subscriber's qualification as a qualified investor, and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer's Counsel Escrow Agent has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer's Counsel Escrow Agent have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer's Counsel Escrow Agent that the Subscriber has sought independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreement; (b) if the Subscriber is a resident of Canada, the Canadian Investor Questionnaire (the "“Canadian Questionnaire"”) attached as Exhibit A that starts on page 16, along with any additional evidence that may be requested by the Issuer to verify the information provided in the Canadian Questionnaire14; (c) if the Subscriber is a U.S. Purchaser (as defined in Exhibit B), the United States Accredited Investor Questionnaire (the "“U.S. Questionnaire" ” and, together with the Canadian Questionnaire, the "“Questionnaires"”) attached as Exhibit B that starts on page 30 along with any additional evidence that may be requested by the Issuer to verify the information provided in the U.S. Questionnaire19; (d) if the Selling Stockholder Questionnaire Subscriber is not subscribing through a person registered as a broker or an exempt market dealer (as defined in National Instrument 31-103 – Registration Requirements and Exemptions) or the Subscriber is acquiring the Shares directly from the Issuer without involvement of a finder, the “Risk Acknowledgement Form” attached as Exhibit F C that starts is on page 4024; (e) if the Subscriber is not an individual (that is, the Subscriber is a corporation, partnership, trust or other entity) or is a portfolio manager and does not have a current Corporate Placee Registration Form on file with the TSX Venture Exchange (the "Exchange"), the Corporate Placee Registration Form attached as Exhibit C D that starts on page 3525, unless the Subscriber has previously submitted this form to the TSX Venture Exchange (the “Exchange”), there have been no changes to its content, and the Subscriber has checked the box to that effect on page 2 of this Agreement; and (f) such other supporting documentation that the Issuer or the Issuer's ’s Counsel may request to establish the Subscriber's ’s qualification as a qualified investor, and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer's ’s Counsel has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer's ’s Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer's ’s Counsel that the Subscriber has sought independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Prior to the Closing, the Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreement; (b) if the Subscriber Acknowledgement and Direction attached as Exhibit A, which is a resident of Canada, on page 16; (c) the Canadian Investor Questionnaire (the "“Canadian Questionnaire"”) attached as Exhibit A B that starts on page 1617, along with any additional evidence that may be requested by the Issuer to verify the information provided in the Canadian Questionnaire; (cd) if the Subscriber is a U.S. Purchaser (as defined in Exhibit BC), the United States Accredited Investor Questionnaire (the "“U.S. Questionnaire" ” and, together with the Canadian Questionnaire, the "“Questionnaires"”) attached as Exhibit B C that starts on page 30 35 along with any additional evidence that may be requested by the Issuer to verify the information provided in the U.S. Questionnaire; (d) the Selling Stockholder Questionnaire attached as Exhibit F that starts on page 40; (e) if the Subscriber is not subscribing through a person registered as a registered firm, registered individual or an individual exempt market dealer (that iseach as defined in National Instrument 31-103 – Registration Requirements and Exemptions), or the Subscriber is acquiring the Subscription Receipts directly from the Issuer without involvement of a corporation, partnership, trust or other entity) or is a portfolio manager and does not have a current Corporate Placee Registration Form on file with the TSX Venture Exchange (the "Exchange")finder, the Corporate Placee Registration Form “Risk Acknowledgement Form” attached hereto as Exhibit C that starts D, which is on page 35, unless the Subscriber has previously submitted this form to the Exchange, there have been no changes to its content, and the Subscriber has checked the box to that effect on page 2 of this Agreement40; and (f) such other supporting documentation that the Issuer or the Issuer's Counsel Escrow Agent may request to establish the Subscriber's ’s qualification as a qualified investor, and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer's Counsel Escrow Agent has acted as legal counsel only to the Issuer and and, notwithstanding its requirements as escrow agent, is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer's Counsel Escrow Agent have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement andAgreement, further, and the Subscriber hereby represents and warrants to the Issuer and the Issuer's Counsel Escrow Agent that the Subscriber has sought such independent legal advice or waives such advice.

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer the following documents: (a) an executed copy of this Agreement; (b) if unless the Subscriber is purchasing Shares with an aggregate purchase price of CDN$150,000 or more, a resident of Canada, the Canadian Investor Questionnaire (the "Canadian Questionnaire") attached as Exhibit A that starts on page 16, along with any additional evidence that may be requested by the Issuer to verify the information provided in the Canadian Questionnaire14; (c) if the Subscriber is a U.S. Purchaser (as defined in Exhibit B), the United States Accredited Canadian Questionnaire and the U.S. Investor Questionnaire (the "U.S. Questionnaire" and, together with the Canadian Questionnaire, the "Questionnaires") attached as Exhibit B that starts on page 30 along with any additional evidence that may be requested by the Issuer to verify the information provided in the U.S. Questionnaire; (d) the Selling Stockholder Questionnaire attached as Exhibit F that starts on page 40; (e) if the Subscriber is not an individual (that is, the Subscriber is a corporation, partnership, trust or other entity) or is a portfolio manager and does not have a current Corporate Placee Registration Form on file with the TSX Venture Exchange (the "Exchange"), the Corporate Placee Registration Form attached as Exhibit C that starts on page 35, unless the Subscriber has previously submitted this form to the Exchange, there have been no changes to its content, and the Subscriber has checked the box to that effect on page 2 of this Agreement17; and (fd) such other supporting documentation that the Issuer or the Issuer's Counsel its legal counsel may request to establish the Subscriber's qualification as a qualified investor, and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the The Subscriber will shall complete, sign and return to the Issuer as soon as possible, on request by the Issuer, any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or and applicable lawslaw. 3.3 The Issuer and the Subscriber Both parties to this Agreement acknowledge and agree that the Issuer's Counsel Clark Wilson LLP has acted as counsel only to the Issuer and is not protecting i▇ ▇▇▇ ▇▇▇▇▇cting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer's Counsel Clark Wilson LLP have given the Subscriber the opportunity to seekopportunit▇ ▇▇ ▇▇▇▇, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer's Counsel Clark Wilson LLP that the Subscriber has sought independent legal advice or le▇▇▇ ▇▇▇▇▇▇ ▇r waives such advice.

Documents Required from Subscriber. 3.1 The Subscriber must complete, sign and return to the Issuer the following documents: (a) this Agreement; (b) if the Subscriber is a resident of CanadaCanada and an “Accredited Investor” as defined in National Instrument 45-106 or Securities Act (Ontario) (generally a high net worth or high income investor), the Canadian you must complete and sign Schedule A – Accredited Investor Questionnaire (the "Canadian Questionnaire") attached as Exhibit A that starts on page 16Certificate and Schedule B - Accredited Investor – Risk Acknowledgement if you are an individual, along with any additional evidence that may be requested by the Issuer to verify the information provided in the Canadian QuestionnaireAccredited Investor Certificate; (c) if the Subscriber is a resident of Canada, not an individual, and is purchasing $150,000 of more Units, please complete and sign Schedule C – Minimum Amount Investment Status Certificate; (d) if the Subscriber is a U.S. Purchaser (as defined in Exhibit B), the United States Accredited Investor Questionnaire (the "“U.S. Questionnaire" and, together with the Canadian Questionnaire, the "Questionnaires") ” attached as Exhibit B that starts on page 30 Schedule D, along with any additional evidence that may be requested by the Issuer to verify the information provided in the U.S. Questionnaire; (d) the Selling Stockholder Questionnaire attached as Exhibit F that starts on page 40; (e) if the Subscriber is not an individual (that is, the Subscriber is a corporation, partnership, trust or other entity) or is a portfolio manager and does not have a current Corporate Placee Registration Form on file with the TSX Venture Exchange (the "“Exchange"”), the Corporate Placee Registration Form attached as Exhibit C that starts on page 35Schedule E, unless the Subscriber has previously submitted this form to the Exchange, there have been no changes to its content, and the Subscriber has checked the box to that effect on page 2 of this Agreement; and (f) such other supporting documentation that the Issuer or the Issuer's ’s Counsel may request to establish the Subscriber's ’s qualification as a qualified investor, and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer. 3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws. 3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer's ’s Counsel has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer's ’s Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer's ’s Counsel that the Subscriber has sought independent legal advice or waives such advice.