Exhibit
10.19


 


U.S. SUBSCRIPTION AGREEMENT


 


DelMar
Pharmaceuticals, Inc.

Suite 720-999 West Broadway

Vancouver, British Columbia V5Z 1K5

Canada


Ladies
and Gentlemen:


The
undersigned (the “Investor”) hereby confirms its agreement with DelMar Pharmaceuticals, Inc., a Nevada corporation
(the “Company”), as follows:


1.This
Subscription Agreement, including the Terms and Conditions For Purchase of Securities attached hereto as Annex I (collectively,
this “Agreement”) is made as of the date set forth below between the Company and the Investor.


2.The
Company has authorized the sale and issuance to certain investors of up to an aggregate of [____] shares (the “Shares”)
of common stock, par value $0.001 per share (the “Common Stock”), of the Company and [___] warrants (the “Warrants”),
each Warrant entitles the holder to purchase one share of Common Stock at an exercise price of $[____] per share at any time prior
to the expiration thereof on [____] (the “Warrant Shares”). The Shares, the Warrants and the Warrant Shares
are collectively referred to as the “Securities”. The Shares and the Warrants shall be immediately separable
and transferable upon issuance. The terms of the Warrants are set forth in the form of Warrant attached as Exhibit 4.1 to the
Registration Statement on Form S-1 referred to below.


3.The
offering and sale of the Securities (the “Offering”) are being made pursuant to an effective Registration Statement
on Form S-1 (File No. 333-203357) (the “Registration Statement”) filed by the Company with the Securities and
Exchange Commission (the “Commission”) (including the prospectus contained therein (the “Prospectus”))
containing information regarding the Securities and terms of the Offering that has been or will be filed with the Commission and
delivered to the Investor (or made available to the Investor by the filing by the Company of an electronic version thereof with
the Commission).


4.The
Company and the Investor agree that at the Closing (as defined in Section 3.1 of Annex I), the Investor will purchase from the
Company and the Company will issue and sell to the Investor the number of Shares and Warrants set forth below for the Aggregate
Purchase Price for the Shares and Warrants set forth below. The Investor acknowledges that the Offering is not being underwritten
by the placement agents named in the Prospectus and that the minimum offering amount is $[_____].


5.The
Company hereby agrees that, without the prior written consent of the majority of the Investors (determined by reference to the
respective Aggregate Purchase Price paid by them), it will not, during the period ending 90 days after the date hereof (“Lock-Up
Period”), (i) offer, pledge, issue, sell, contract to sell, purchase, contract to purchase, lend, or otherwise transfer
or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable
for Common Stock; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is
to be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (iii) file any registration statement
with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock (other than a registration statement on Form S-4 and Form S-8). The restrictions contained in the
preceding sentence shall not apply to (1) the Securities to be sold hereunder, (2) the issuance of Common Stock upon the exercise
of options, warrants or other exchange rights as disclosed as outstanding in the Registration Statement (excluding exhibits thereto)
or the Prospectus, or (3) the issuance of stock options not exercisable during the Lock-Up Period and the grant of restricted
stock awards or restricted stock units pursuant to equity incentive plans described in the Registration Statement (excluding exhibits
thereto) and the Prospectus. Notwithstanding the foregoing, to the extent that any Placement Agent is at such time providing research
coverage to the Company or intends to commence research coverage to the Company and is subject to the restrictions set forth in
FINRA Rule 2711(f)(4), if (x) the Company issues an earnings release or material news, or a material event relating to the Company
occurs, during the last 17 days of the Lock-Up Period, or (y) prior to the expiration of the Lock-Up Period, the Company announces
that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions
imposed by this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings
release or the occurrence of the material news or material event, unless such Placement Agent waives such extension in writing;
provided, however, that this sentence shall not apply if the research published or distributed on the Company is compliant with
Rule 139 of the Securities Act and the Company’s securities are “actively traded” as defined in Rule 101(c)(1)
of Regulation M of the Exchange Act.


 



    	1



    	 



    




6.INSTRUCTIONS
FOR INVESTING are as follows:


a.Please
review the enclosed Preliminary Prospectus and Escrow Agreement.


b.[If
you are a non-U.S. person], complete Form W-9. [If you are a non-U.S. person], complete Form W-8 BEN.


c.Upon
receipt of the Final Prospectus containing the pricing and closing information for the offering, execute the signature pages to
the Subscription Agreement (including Exhibit A and, if applicable, Exhibit B attached to Annex I hereto),
the Escrow Agreement and [either Form W-8 or W-9 BEN] (as applicable) , and e-mail a scanned copy of
your signature pages for these items to each of the three recipients below:


i)Scott
Praill at spraill@delmarpharma.com


ii)David
Manno (Company counsel) at dmanno@srff.com


iii)Norwood
Beveridge (Placement Agent counsel) at nbeveridge@loeb.com.


d.You
may also hand deliver your signed subscription documents to an officer of the Company, or mail printed and wet-ink
signed versions of your subscription documents to:


 


Scott
Praill


DelMar
Pharmaceuticals, Inc.

Suite 720-999 West Broadway


Vancouver,
British Columbia


Canada
V5Z 1K5


e.Send
payment of your subscription amount in full by wire transfer to [BANK] f/b/o DelMar Pharmaceuticals, Inc. (the “Escrow
Agent”):


[
BANK ]


SWIFT
#: [___________]


ABA
# [______]


BENEFICIARY:
[____]


ACCOUNT
NO.: [_____]


REFERENCE:
DelMar Pharmaceuticals, Inc. – Escrow Account


7.NOTE:
if the name of the Investor is different from the sender of the wire transfer, please inform [Bank] and the Company
(via email to spraill@delmarpharma.com) to ensure that your funds are properly credited.


8.Please
note that the Company may reject this subscription for any reason (regardless of whether any check or wire transfer relating to
this subscription is deposited into escrow), and the Escrow Agent will promptly return your funds without interest, and without
deduction of any expenses, if rejected. The Company will send to you a fully executed copy of this Agreement if your subscription
is accepted. If you have any questions about completing the foregoing documents, please contact Scott Praill at the Company at
spraill@delmarpharma.com.


 



    	2



    	 



    




9.The
Investor represents that, except as set forth below, (a) it has had no position, office or other material relationship within
the past three years with the Company or persons known to it to be affiliates of the Company, (b) it is not a member of the Financial
Industry Regulatory Authority, Inc. (“FINRA”) or an Associated Person (as such term is defined under the FINRA’s
NASD Membership and Registration Rules Section 1011) as of the Closing, and (c) neither the Investor nor any group of Investors
(as identified in a public filing made with the Commission) of which the Investor is a part in connection with the Offering, acquired,
or obtained the right to acquire, 20% or more of the Common Stock (or securities convertible into or exercisable for Common Stock)
or the voting power of the Company on a post-transaction basis. Exceptions:


 


____________________________________________________________________


 


(If
no exceptions, write “none.” If left blank, response will be deemed to be “none.”)


10.The
Investor represents that it has received the Preliminary Prospectus dated June [__], 2015 and the final Prospectus dated June
[__], 2015, each of which is included in the Company’s Registration Statement (collectively with all exhibits thereto, the
“Disclosure Package”), prior to or in connection with the execution of this Agreement.


11.By
its signature, the Investor hereby represents that either (A) it is an “accredited investor” as defined in Rule 501(a)
under the Securities Act of 1933, as amended, or (B) it understands that there is risk in connection with investments in “penny
stocks” which could involve the loss of its entire investment with respect to any particular penny stock and that it has
reviewed and understands the description of the risks involved in investing in “penny stocks” contained in Annex III
hereto. Any suitability determination made by a Placement Agent that it is approved for transactions in “penny stocks”
should not be construed by the Investor as an indication that such Placement Agent believes any particular investment in a penny
stock is a safe investment or an investment that will result in a gain to such Investor and does not constitute a recommendation
to purchase any security. By its signature, the Investor hereby further represents that it is an “accredited investor”
as defined in applicable Canadian securities laws, it is purchasing the Shares and Warrants as principal, it was not created or
used solely to purchase or hold the Securities as an accredited investor, and it has concurrently executed and delivered the “Accredited
Investor Certificate” attached as Exhibit A to Annex I of this Agreement and, if applicable, the “Risk Acknowledgement
Form” attached as Exhibit B to Annex I of this Agreement and specifically represents and warrants that one or more
of the categories set forth in Exhibit A correctly, and in all respects, describes it and will continue to describe it as at the
Closing Date (as hereinafter defined), and it has so indicated by initialing the category therein which so describes it.


 


YOU SHOULD
NOT SIGN AND RETURN THIS STATEMENT IF IT DOES NOT ACCURATELY REFLECT YOUR FINANCIAL SITUATION, INVESTMENT EXPERIENCE, AND INVESTMENT
OBJECTIVES. YOU


AGREE TO
NOTIFY THE COMPANY AND THE PLACEMENT AGENTS IN WRITING IF ANY OF THE ABOVE INFORMATION CHANGES.


12.No
offer by the Investor to buy Securities will be accepted until the Registration Statement has been declared effective and the
Investor has received the final Prospectus and the Company has accepted such offer by countersigning a copy of this Agreement,
and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to the Company
(or any Placement Agent acting on behalf of the Company) sending (orally, in writing or by electronic mail) notice of its acceptance
of such offer. An indication of interest will involve no obligation or commitment of any kind until the Investor has been delivered
the final Prospectus and this Agreement is accepted and countersigned by or on behalf of the Company.


13.The
Company acknowledges that the only material, non-public information relating to the Company or its subsidiaries that the Company,
its employees or agents has provided to the Investor in connection with the Offering prior to the date hereof is the existence
of the Offering.




[signature page follows]


 









    	3



    	 



    




 


Number
of Shares:  ______________________________________________________________


Number
of Warrants:   ____________________________________________________________


Purchase
Price for one Share and one Warrant: $________________________________________


Aggregate
Purchase Price For the Shares and Warrants: $_________________________________


Please
confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.


Dated
as of: June __, 2015





______________________________________________________

INVESTOR



By: ___________________________________________________



Print Name: _____________________________________________



Title: __________________________________________________



Address: _______________________________________________

_______________________________________________________




Agreed
and Accepted

this   st day of June 2015:


DelMar
Pharmaceuticals, Inc.


 


By: ______________________

Name: Jeffrey Bacha


Title: Chief
Executive Officer


 









    	4



    	 



    









ANNEX
I


TERMS
AND CONDITIONS FOR PURCHASE OF SECURITIES


1.Authorization
and Sale of the Securities. Subject to the terms and conditions
of this Agreement, the Company has authorized the sale of the Securities.


2.Agreement
to Sell and Purchase the Shares and Warrants; Placement Agent.


2.1At
the Closing (as defined in Section 3.1), the Company will sell to the Investor, and the Investor will purchase from the
Company, upon the terms and conditions set forth herein, the number of Shares and Warrants as set forth on the last page of the
Agreement to which these Terms and Conditions for Purchase of the Securities are attached as Annex I (the “Signature
Page”) for the Aggregate Purchase Price therefor set forth on the Signature Page.


2.2The
Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other
Investors”) and expects to complete sales of Securities to them. The Investor and the Other Investors are hereinafter
sometimes collectively referred to as the “Investors,” and this Agreement and the Subscription Agreements executed
by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.” The Company
also proposes to enter into separate Canadian Subscription Agreements with additional investors in Canada with respect to the
sale of Shares and Warrants.


2.3Investor
acknowledges that the Company has agreed to pay Maxim Group LLC, Roth Capital Partners, LLC and National Securities Corporation
(the “Placement Agents”) a fee (the “Placement Fee”), who may in turn pay a portion of such
Placement Fee to any sub-agents they may retain, and to reimburse the Placement Agents for certain expenses in respect of the
sale of the Securities to the Investor.


2.4The
Company hereby makes the representations and warranties included in Annex I hereto to the Investor. The Company confirms that
neither it nor any other person acting on its behalf has provided the Investor or their agents or counsel with any information
that constitutes or could reasonably be expected to constitute material, nonpublic information, except as will be disclosed in
the Prospectus. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting
transactions in securities of the Company.


3.Closings
and Delivery of the Shares and Warrants and Funds.


3.1Closing.
The completion of the purchase and sale of the Shares and Warrants (the “Closing”) shall occur on [___], 2015
(the “Closing Date”) at a place and time to be specified by the Company and the Placement Agents, and of which
the Investors will be notified in advance by the Placement Agents, in accordance with Rule 15c6-l promulgated under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). At the Closing, (a) the Company shall cause Island Stock Transfer,
the Company’s “Transfer Agent”, to deliver to the Investor the number of Shares and Warrants purchased by the
Investor as set forth on the Signature Page registered in the name of the Investor or, if so indicated on the “Investor
Questionnaire” attached hereto as Exhibit C, in the name of a nominee designated by the Investor, and (b) the Aggregate
Purchase Price for the Securities being purchased by the Investor will be delivered by or on behalf of the Escrow Agent to the
Company.


3.2Conditions
to the Obligations of the Parties.


(a)Conditions
to the Company’s Obligations. The Company’s obligation to issue and sell the Securities to the Investor shall
be subject to: (i) the receipt by the Company of the Aggregate Purchase Price for the Shares and Warrants being purchased hereunder
as set forth on the Signature Page and (ii) the accuracy of the representations and warranties made by the Investor and the fulfillment
of those undertakings of the Investor to be fulfilled prior to the Closing Date.


 



    	Annex I - 1



    	 



    




(b)Conditions
to the Investor’s Obligations. The Investor’s obligation to purchase the Shares and Warrants will be subject
to the accuracy of the representations and warranties made by the Company and the fulfillment of those undertakings of the Company
to be fulfilled prior to the Closing Date, including without limitation, to the condition that the Placement Agent shall not have:
(a) terminated the placement agreement in connection with the offering (the “Placement Agreement”) pursuant to the
terms thereof or (b) determined that the conditions to the closing in the Placement Agreement have not been satisfied. The Investor’s
obligations are expressly not conditioned on the purchase by any or all of the Other Investors of the Securities that they have
agreed to purchase from the Company. The Investor understands and agrees that, in the event that the Placement Agents in their
sole discretion determines that the conditions to closing in the Placement Agreement have not been satisfied or if the Placement
Agreement may be terminated for any other reason permitted by such Placement Agreement, then the Placement Agents may, but shall
not be obligated to, terminate such Placement Agreement, which shall have the effect of terminating this Subscription Agreement
pursuant to Section 14 below.


3.3Delivery
of Funds. Upon receipt of the Final Prospectus containing the
pricing and closing information for the Offering, payment of the Aggregate Purchase Price in full shall be made by wire transfer
to [BANK] f/b/o DelMar Pharmaceuticals, Inc. (the “Escrow Agent”):


[
BANK ]


SWIFT
#: [___________]


ABA
# [______]


BENEFICIARY:
[____]


ACCOUNT
NO.: [_____]



REFERENCE: DelMar Pharmaceuticals, Inc. – Escrow Account


3.4Delivery
of Shares and Warrants. On the Closing Date, the Company’s
transfer agent shall deliver the Shares and Warrants to the Investor through DTC directly to the account(s) identified by Investor.


4.Representations,
Warranties and Covenants of the Investor.


The
Investor acknowledges, represents and warrants to, and agrees with, the Company and the Placement Agents that:


4.1The
Investor (a) is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments
in securities presenting an investment decision like that involved in the purchase of the Securities, including investments in
securities issued by the Company and investments in comparable companies, (b) has answered all questions on the Signature Page,
the Investor Questionnaire and, if applicable, the Risk Acknowledgement Form and has completed the Accredited Investor Certificate
and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and (c)
in connection with its decision to purchase the Securities set forth on the Signature Page, has received and is relying only upon
the Disclosure Package.


4.2(a)
No action has been or will be taken in any jurisdiction outside the United States and Canada by the Company or the Placement Agents
that would permit an offering of the Securities, or possession or distribution of offering materials in connection with the issue
of the Securities in any jurisdiction outside the United States and Canada where action for that purpose is required, (b) if the
Investor is outside the United States or Canada, it will comply with all applicable laws and regulations in each foreign jurisdiction
in which it purchases, offers, sells or delivers Securities or has in its possession or distributes any offering material, in
all cases at its own expense and (c) the Placement Agents are not authorized to make and has not made any representation, disclosure
or use of any information in connection with the issue, placement, purchase and sale of the Securities, except as set forth or
incorporated by reference in the Prospectus.


4.3(a)
The Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated
hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (b) this
Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles
of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as to the enforceability
of any rights to indemnification or contribution that may be violative of the public policy underlying any law, rule or regulation
(including any federal or state securities law, rule or regulation).


 



    	Annex I - 2



    	 



    




4.4The
Investor understands that nothing in this Agreement, the Prospectus, the Disclosure Package or any other materials presented to
the Investor in connection with the purchase and sale of the Securities constitutes legal, tax or investment advice. The Investor
has consulted such legal, tax and investment advisors and made such investigation as it, in its sole discretion, has deemed necessary
or appropriate in connection with its purchase of Securities.


4.5The
Investor acknowledges that this Agreement requires the Investor to provide certain personal information to the Company. Such information
is being collected by the Company for the purposes of completing the Offering, which includes, without limitation, determining
the eligibility of the Investor to purchase the Securities under applicable securities laws and completing filings required by
any securities regulatory authority. Personal information regarding the Investor may be disclosed by the Company to: (a) 
securities regulatory authorities; (b) the Company’s Transfer Agent; (c) any government agency, board or other
entity; and (d) any of the other parties involved in the Offering, including the Company and its legal counsel, and may be
included in record books in connection with the Offering. By executing this Agreement, the Investor is deemed to be consenting
to the foregoing collection, use and disclosure of such personal information.


4.6The
Investor acknowledges that it has been notified by the Company: (a) of the requirement to deliver to the British Columbia Securities
Commission (the “BCSC”) the full name, residential address and telephone number of the Investor, the number
and type of Securities purchased, the Aggregate Purchase Price, the exemption relied upon and the date of distribution of the
Securities; (b) that such information is being collected indirectly by the BCSC under the authority granted to it under applicable
Canadian securities laws; (c) that such information is being collected for the purposes of the administration and enforcement
of the securities legislation of the Province of British Columbia; and (d) that the BCSC can be contacted at British Columbia
Securities Commission, P.O. Box 10142, Pacific Centre, 701 West Georgia Street, Vancouver, British Columbia, V7Y 1L2, Telephone:
(604) 899-6500, Toll free across Canada: 1-800-373-6393, Facsimile: (604) 899-658, and can answer any questions about the BCSC’s
indirect collection of such information. By executing this Agreement, the Investor hereby authorizes the indirect collection of
such information by the BCSC.


5.Survival
of Representations, Warranties and Agreements; Third Party Beneficiary.
Notwithstanding any investigation made by any party to this Agreement or by the Placement Agents, all covenants, agreements, representations
and warranties made by the Company and the Investor herein will survive the execution of this Agreement, the delivery to the Investor
of the Shares and Warrants being purchased and the payment therefor. The Placement Agents shall be a third party beneficiary with
respect to the representations, warranties and agreements of the Investor in Section 4 hereof.


6.Notices.
All notices, requests, consents and other communications hereunder will be in writing, will be mailed (a) if within the domestic
United States by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid,
or by facsimile or (b) if delivered from outside the United States, by International Federal Express or facsimile, and will be
deemed given (i) if delivered by first-class registered or certified mail domestic, three business days after so mailed, (ii)
if delivered by nationally recognized overnight carrier, one business day after so mailed, (iii) if delivered by International
Federal Express, two business days after so mailed and (iv) if delivered by facsimile, upon electronic confirmation of receipt
and will be delivered and addressed as follows:


(a)if
to the Company, to:


 


DelMar
Pharmaceuticals, Inc.

Suite 720-999 West Broadway

Vancouver, British Columbia V5Z 1K5

Canada


Attention:
Chief Executive Officer


 


      with a copy (which shall not constitute notice) to:


 


Sichenzia
Ross Friedman Ference LLP


61
Broadway


New
York, NY 10006


Attention:
Gregory Sichenzia, Esq.


Fax:
(212) 930-9725


 



    	Annex I - 3



    	 



    




(b)if
to the Investor, at its address on the Signature Page hereto, or at such other address or addresses as may have been furnished
to the Company in writing.


7.Changes.
This Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company and the Investor.


8.Headings.
The headings of the various sections of this Agreement have been inserted for convenience of reference only and will not be deemed
to be part of this Agreement.


9.Severability.
In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby.


10.Governing
Law. This Agreement will be governed by, and construed in accordance
with, the internal laws of the State of New York, without giving effect to the principles of conflicts of law that would require
the application of the laws of any other jurisdiction.


11.Counterparts.
This Agreement may be executed in two or more counterparts, each of which will constitute an original, but all of which, when
taken together, will constitute but one instrument, and will become effective when one or more counterparts have been signed by
each party hereto and delivered to the other parties. The Company and the Investor acknowledge and agree that the Company shall
deliver its counterpart to the Investor along with the Prospectus (or the filing by the Company of an electronic version thereof
with the Commission).


12.Confirmation
of Sale. The Investor acknowledges and agrees that such Investor’s
receipt of the Company’s signed counterpart to this Agreement, together with the Prospectus (or the filing by the Company
of an electronic version thereof with the Commission), shall constitute written confirmation of the Company’s sale of Shares
to such Investor.


13.Provision
of Information. The Company shall not, and shall cause each
of its subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents not to, provide
the Investor with any material, nonpublic information regarding the Company or any of its subsidiaries from and after the date
hereof without the express prior written consent of such Investor. To the extent that the Company or any of its subsidiaries or
any of their respective officers, directors, affiliates, employees and agents deliver any material, non-public information to
an Investor without such Investor's consent, the Company hereby covenants and agrees that such Investor shall not have any duty
of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates
or agents with respect to, or a duty not to trade on the basis of, such material, non-public information or any other obligation
with respect to such information.


14.Termination.
In the event that the Placement Agreement is terminated by the Placement Agent pursuant to the terms thereof, this Agreement shall
terminate without any further action on the part of the parties hereto.


 









    	Annex I - 4



    	 



    

 


 


EXHIBIT
A


____________________________________________


 


ACCREDITED
INVESTOR CERTIFICATE


TO:DelMar
Pharmaceuticals, Inc.


The
Investor represents, warrants and certifies that the Investor or, if applicable, each beneficial purchaser on whose behalf the
Investor is acting as agent, is an “accredited investor”, as such term is defined under U.S. and Canadian securities
laws, and the Investor or, if applicable, each beneficial purchaser on whose behalf the Investor is acting as agent, falls within
the category or categories marked by an “X” below.


PLEASE
PLACE AN “X” AGAINST THE APPROPRIATE CATEGORY OR CATEGORIES BELOW:


	[_]	(a)an
    individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that,
    before taxes but net of any related liabilities, exceeds $1,000,000 [NOTE: If the Investor is relying on this category
    of “accredited investor” to purchase Shares and Warrants, the Investor must also complete in duplicate Exhibit
    B hereto];
	[_]	(b)an
    individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related
    liabilities, exceeds $5,000,000;
	[_]	(c)an
    individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income
    before taxes combined with that of a spouse exceeded $300,000 in each of the 2 most recent calendar years and who, in either
    case, reasonably expects to exceed that net income level in the current calendar year [NOTE: If the Investor is relying
    on this category of “accredited investor” to purchase Shares and Warrants, the Investor must also complete in
    duplicate Exhibit B hereto];
	[_]	(d)an
    individual who, either alone or with a spouse, has net assets of at least $5,000,000 [NOTE: If the Investor is relying
    on this category of “accredited investor” to purchase Shares and Warrants, the Investor must also complete in
    duplicate Exhibit B hereto];
	[_]	(e)a
    person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently
    prepared financial statements; or
	 [_]	(f)a
    person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required
    by law to be owned by directors, are persons that are accredited investors.


For
the purposes of this Exhibit A, the following definitions are included for convenience:


“financial
assets” means:


		(a)	cash,



		(b)	securities,
                                         or



		(c)	a
                                         contract of insurance, a deposit or an evidence of a deposit that is not a security for
                                         the purposes of securities legislation;



“foreign
jurisdiction” means a country other than Canada or a political subdivision of a country other than Canada;


“investment
fund” has the same meaning as in National Instrument 81-106 – Investment Fund Continuous Disclosure;



    	1



    	 



    




“person”
includes (a) an individual, (b) a corporation, (c) a partnership, trust, fund and an association, syndicate, organization or other
organized group of persons, whether incorporated or not, and (d) an individual or other person in that person’s capacity
as a trustee, executor, administrator or personal or other legal representative;


“related
liabilities” means:


		(a)	liabilities
                                         incurred or assumed for the purpose of financing the acquisition or ownership of financial
                                         assets, or



		(b)	liabilities
                                         that are secured by financial assets;



“spouse”
means, an individual who,


		(a)	is
                                         married to another individual and is not living separate and apart within the meaning
                                         of the Divorce Act (Canada), from the other individual,



		(b)	is
                                         living with another individual in a marriage-like relationship, including a marriage-like
                                         relationship between individuals of the same gender, or



		(c)	in
                                         Alberta, is an individual referred to in paragraph (a) or (b), or is an adult interdependent
                                         partner within the meaning of the Adult Interdependent Relationships Act (Alberta).



 


All
terms used in this Exhibit A which are not otherwise defined in this Exhibit A have the meanings defined in the Agreement to which
this Exhibit A is attached or, if not defined therein, have the meanings defined in the Securities Act (British Columbia),
the regulations, rules and policy statements made thereunder, as amended. 


Dated:
____________________________________, ________.


	 	 	 
	 	 	 
	 	By:	 
	 	 	Signature of
    Investor
	 	 	 
	 	 	 
	 	 	Title (if applicable)
	 	 	 
	 	 	 
	 	 	(Print Name of
    Investor)





 






    	2



    	 



    

 


EXHIBIT
B


____________________________________________


 


RISK
ACKNOWLEDGEMENT FORM FOR CERTAIN INDIVIDUAL ACCREDITED INVESTORS


WARNING!

This investment is risky. Don’t invest unless you can afford to lose all the money
you pay for this investment.


	SECTION
    1 TO BE COMPLETED BY THE ISSUER 
	1.About
    your investment
	Type
    of securities:  Shares of common stock of the Issuer (“Shares”) and                    

                                    warrants
    to purchase Shares	Issuer:  DelMar
    Pharmaceuticals, Inc.

                 (the “Issuer”)
	Purchased
                                         from: the Issuer

        

	SECTIONS
    2 TO 4 TO BE COMPLETED BY THE PURCHASER
	2.Risk
    acknowledgement
	This
    investment is risky. Initial that you understand that:	Your
    initials
	Risk
    of loss – You could lose your entire investment of $             [Instruction:
    Insert the total dollar amount of the investment.]	 
	Liquidity
    risk – You may not be able to sell your investment quickly – or at all.	 
	Lack
    of information – You may receive little or no information about your investment.	 
	Lack
    of advice – You will not receive advice from the salesperson about whether this investment is suitable for you unless
    the salesperson is registered. The salesperson is the person who meets with, or provides information to, you about making
    this investment. To check whether the salesperson is registered, go to www.aretheyregistered.ca. 	 
	3.Accredited
    investor status
	You
    must meet at least one of the following criteria to be able to make this investment. Initial the statement that applies
    to you.  (You may initial more than one statement.) The person identified in section 6 is responsible for ensuring
    that you meet the definition of “accredited investor” as such term is defined in National Instrument 45-106 –
    Prospectus Exemptions. That person, or the salesperson identified in section 5, can help you if you have questions
    about whether you meet these criteria.	Your
    initials
	•  Your
    net income before taxes was more than $200,000 in each of the two most recent calendar years, 

    and you expect it to be more
    than $200,000 in the current calendar year. (you can find your net 

    income before taxes on your personal income tax return.)	 
	 	 	 








    	A - 1 



    	 



    






	• Your
    net income before taxes combined with your spouse’s was more than $300,000 in each of 

    the two most recent calendar years,
    and you expect your combined net income before taxes to be 

    more than $300,000 in the current calendar year.	 
	• Either
    alone or with your spouse, you own more than $1 million in cash and securities, after 

    subtracting any debt related to the
    cash and securities.	 
	• Either
alone or with your spouse, you have net assets worth more than $5 million. (Your net assets 

    are your total assets (including
real estate) minus your total debt.)	 
	4.Your
    name and signature
	By
    signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified
    in this form.
	First
    and last name (please print):
	Signature:	  Date:
	 Sign
    2 copies of this document.  Keep one for your records.
	SECTION
    5 TO BE COMPLETED BY THE SALESPERSON
	5.Salesperson
    information
	[Instruction:
    The salesperson is the person who meets with, or provides information to, the purchaser with respect to making this investment.
    That could include a representative of the Issuer, a registrant or a person who is exempt from the registration requirement.]
	First
    and last name of salesperson (please print):
	Telephone:	  Email:
	Name
    of firm (if registered):	Dealer
    Rep. Code:
	SECTION
    6 TO BE COMPLETED BY THE ISSUER
	6.For
    more information about this investment
	DelMar
                                         Pharmaceuticals, Inc.

                                         Suite 720, 999 West Broadway

                                         Vancouver, BC V5Z 1K5

        Contact:
        Jeffrey A. Bacha, President & Chief Executive Officer

        Phone number: (604) 317-7022

        Email: jbacha@delmarpharma.com

        For
        more information about prospectus exemptions, contact your local contact information at www.securities-administrators.ca.

        

	 	 	 	 


  









    	A - 1



    	 



    

 


EXHIBIT
C


____________________________________________


INVESTOR
QUESTIONNAIRE


Pursuant
to Section 3 of Annex I to the Agreement, please provide us with the following information:


 


	1.The
    exact name that your Securities are to be registered in.  You may use a nominee name if appropriate:	___________________________
	2.The
    relationship between the Investor and the registered holder listed in response to item 1 above:	___________________________
	3.The
    mailing address of the registered holder listed in response to item 1 above:	___________________________
	4.The
    Social Security Number or Tax Identification Number of the registered holder listed in the response to item 1 above:	___________________________
	5.Name
    of DTC Participant (broker-dealer at which the account or accounts to be credited with the Shares are maintained):	___________________________
	6.DTC
    Participant Number:	___________________________
	7.Name
    of Account at DTC Participant being credited with the Securities:	___________________________
	8.Account
    Number at DTC Participant being credited with the Securities:	___________________________





 






    	A - 1



    	 



    

 


ANNEX
II


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


 


(a)Each
of the Company and its subsidiaries has been duly organized and is validly existing as a corporation or other entity in good standing
under the laws of its jurisdiction of organization. Each of the Company and its subsidiaries has the power and authority (corporate
or otherwise) to own its properties and conduct its business as currently being carried on and as described in the Registration
Statement, the Disclosure Package and the Prospectus, and is duly qualified to do business as a foreign corporation or other entity
in good standing in each jurisdiction in which it owns or leases real property or in which the conduct of its business makes such
qualification necessary and in which the failure to so qualify would have or is reasonably likely to result in a material adverse
effect upon the business, prospects, properties, operations, condition (financial or otherwise) or results of operations of the
Company and its subsidiaries, taken as a whole, or in its ability to perform its obligations under this Agreement (“Material
Adverse Effect”). Except for those of the Company’s subsidiaries set forth on Schedule III attached to the Placement
Agreement, none of the Company’s subsidiaries is a “significant subsidiary” (as such term is defined in Rule
1-02 of Regulation S-X promulgated under the Securities Act).


(b)The
Company has the power and authority to enter into this Agreement and the Warrants and to authorize, issue and sell the Securities
as contemplated by this Agreement. Each of this Agreement and the Warrants has been duly authorized, executed and delivered by
the Company, and constitutes a valid, legal and binding obligation of the Company, enforceable against the Company in accordance
with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such
enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally
and subject to general principles of equity.


(c)The
execution, delivery and performance of this Agreement, the Subscription Agreements and the Warrants and the consummation of the
transactions herein contemplated will not (A) result in a breach or violation of any of the terms and provisions of, or constitute
a default under, any law, order, rule or regulation to which the Company or any subsidiary is subject, or by which any property
or asset of the Company or any subsidiary is bound or affected, except to the extent such breach, violation or default is not
reasonably likely to have a Material Adverse Effect, (B) conflict with, result in any violation or breach of, or constitute a
default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right of termination,
amendment, acceleration or cancellation (with or without notice, lapse of time or both) (a “Default Acceleration Event”)
of, any agreement, lease, credit facility, debt, note, bond, mortgage, indenture or other instrument (the “Contracts”)
or obligation or other understanding to which the Company or any subsidiary is a party or by which any property or asset of the
Company or any subsidiary is bound or affected, except to the extent that such conflict, default or Default Acceleration Event
is not reasonably likely to result in a Material Adverse Effect, or (C) result in a breach or violation of any of the terms and
provisions of, or constitute a default under, the Company’s certificate of incorporation, as amended, or by-laws, as amended.


(d)Neither
the Company nor any of its subsidiaries is in violation, breach or default under its certificate of incorporation, as amended,
by-laws, as amended, or other equivalent organizational or governing documents, except where the violation, breach or default
in the case of a subsidiary of the Company is not reasonably likely to result in a Material Adverse Effect.


(e)No
consents, approvals, orders, authorizations or filings are required on the part of the Company and its subsidiaries in connection
with the execution, delivery or performance of this Agreement, the Subscription Agreements and the Warrants and the issue and
sale of the Securities, except (A) the registration under the Securities Act of the Securities, (B) such consents, approvals,
authorizations, registrations or qualifications as may be required under state or foreign securities or Blue Sky laws and the
rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in connection with the offer and sale
of the Securities by the several Placement Agents and sub-agents, (C) such consents, approvals, orders, authorizations and filings
the failure of which to make or obtain is not reasonably likely to result in a Material Adverse Effect, (D) filings with the applicable
Canadian securities commissions pursuant to applicable Canadian securities laws and (E) such consents, approvals and waivers which
have been obtained by the Company, and which are in full force and effect as of the date hereof.


 



    	Annex II - 1



    	 



    




(f)The
Company has an authorized capitalization as set forth in the Registration Statement, the Disclosure Package and the Prospectus.
All of the issued and outstanding shares of capital stock of the Company are duly authorized and validly issued, fully paid and
nonassessable, and have been issued in compliance with all applicable securities laws, and conform in all material respects to
the description thereof in the Registration Statement, the Disclosure Package and the Prospectus. All of the issued shares of
capital stock of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable
and, other than as set forth in the Registration Statement, the Disclosure Package and the Prospectus, are owned directly or indirectly
by the Company, free and clear of all liens, encumbrances, equities or claims. Except for the issuances of options or restricted
stock in the ordinary course of business, since the respective dates as of which information is provided in the Registration Statement,
the Disclosure Package or the Prospectus, the Company has not entered into or granted any convertible or exchangeable securities,
options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any shares of the
capital stock of the Company. The Shares, when issued, will be duly authorized and validly issued, fully paid and nonassessable,
will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights
and will conform to the description of the capital stock of the Company contained in the Registration Statement, the Disclosure
Package and the Prospectus. The Warrant Shares, when issued, paid for and delivered upon due exercise of the Warrants, will be
duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities
laws, and will be free of preemptive, registration or similar rights. The Warrant Shares have been reserved for issuance. The
Securities, when issued, will conform in all material respects to the descriptions thereof set forth in the Registration Statement,
the Disclosure Package and the Prospectus.


(g)Each
of the Company and its subsidiaries has (A) filed all returns (as hereinafter defined) required to be filed with taxing authorities
prior to the date hereof or has duly obtained extensions of time for the filing thereof and (B) paid all taxes (as hereinafter
defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such
respective subsidiary, except, in all cases, for any such amounts that the Company or any subsidiary is contesting in good faith
and except in any case in which the failure to so file or pay would not reasonably be expected to have a Material Adverse Effect.
The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement
are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such
consolidated financial statements. No issues have been raised and are currently pending by any taxing authority in connection
with any of the returns or taxes asserted as due from the Company or its subsidiaries, and no waivers of statutes of limitation
with respect to the returns or collection of taxes have been given by or requested from the Company or its subsidiaries. The term
“taxes” means all federal, state, local, foreign, and other net income, gross income, gross receipts, sales,
use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise,
severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments, or charges
of any kind whatever, together with any interest and any penalties, additions to tax, or additional amounts with respect thereto.
The term “returns” means all returns, declarations, reports, statements, and other documents required to be
filed in respect to taxes.


(h)Since
the respective dates as of which information is given in the Registration Statement, the Disclosure Package or the Prospectus,
(a) neither the Company nor any of its subsidiaries has incurred any material liabilities or obligations, direct or contingent,
or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid
any dividends or made any distribution of any kind with respect to its capital stock (other than the payment of the regular quarterly
dividend of .75% of the Stated Value (as defined in the Certificate of Designation relating thereto) in respect of the Company’s
Series A Preferred Stock as required by the terms thereof), there has not been any change in the capital stock of the Company
or any of its subsidiaries (other than a change in the number of outstanding shares of Common Stock due to the issuance of shares
upon the exercise of outstanding options (or upon the exchange of shares of exchangeable stock of 0959456 B.C. Ltd., a British
Columbia corporation, for shares of Common Stock) or warrants or the issuance of restricted stock awards or restricted stock units
under the Company’s existing stock awards plan, or any new grants thereof in the ordinary course of business), (c) there
has not been any material change in the Company’s long-term or short-term debt, and (d) there has not been the occurrence
of any Material Adverse Effect.


(i)Except
as a set forth in the Registration Statement, the Disclosure Package and the Prospectus, there is not pending or, to the knowledge
of the Company, threatened, any action, suit or proceeding to which the Company or any of its subsidiaries is a party or of which
any property or assets of the Company or its subsidiaries is the subject before or by any court or governmental agency, authority
or body, or any arbitrator or mediator, which is reasonably likely to result in a Material Adverse Effect or adversely affect
the consummation of the transactions contemplated by this Agreement.


 



    	Annex II - 2



    	 



    




(j)The
Company and each of its subsidiaries holds, and is in compliance with, all franchises, grants, authorizations, licenses, permits,
easements, consents, certificates and orders (“Permits”) of any governmental or self-regulatory agency, authority
or body required for the conduct of its business, and all such Permits are in full force and effect, in each case except where
the failure to hold, or comply with, any of them is not reasonably likely to result in a Material Adverse Effect.


(k)The
Company and its subsidiaries have good and marketable title to all property (whether real or personal) described in the Registration
Statement, the Disclosure Package and the Prospectus as being owned by them that is material to the business of the Company, in
each case free and clear of all liens, claims, security interests, other encumbrances or defects, except those that are not reasonably
likely to result in a Material Adverse Effect. The property held under lease by the Company and its subsidiaries is held by them
under valid, subsisting and enforceable leases with only such exceptions with respect to any particular lease as do not interfere
in any material respect with the conduct of the business of the Company and its subsidiaries.


(l)The
Company and each of its subsidiaries owns or possesses or has valid right to use all patents, patent applications, trademarks,
service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets
and similar rights (“Intellectual Property”) necessary for the conduct of the business of the Company and its
subsidiaries as currently carried on and as described in the Registration Statement, the Disclosure Package and the Prospectus.
To the knowledge of the Company, no action or use by the Company or any of its subsidiaries will involve or give rise to any infringement
of, or license or similar fees for, any Intellectual Property of others, except where such action, use, license or fee is not
reasonably likely to result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received any notice
alleging any such infringement or fee.


(m)The
Company and each of its subsidiaries has complied with, is not in violation of, and has not received any notice of violation relating
to any law, rule or regulation relating to the conduct of its business, or the ownership or operation of its property and assets,
including, without limitation, (A) the Currency and Foreign Transactions Reporting Act of 1970, as amended, or any money laundering
laws, rules or regulations, (B) any laws, rules or regulations related to health, safety or the environment, including those relating
to the regulation of hazardous substances, (C) the Sarbanes-Oxley Act and the rules and regulations of the Commission thereunder,
(D) the Foreign Corrupt Practices Act of 1977 and the rules and regulations thereunder, and (E) the Employment Retirement Income
Security Act of 1974 and the rules and regulations thereunder, in each case except where the failure to be in compliance is not
reasonably likely to result in a Material Adverse Effect.


(n)Neither
the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, employee, representative,
agent or affiliate of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office
of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly
use the proceeds of the offering of the Securities contemplated hereby, or lend, contribute or otherwise make available such proceeds
to any person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered
by OFAC.


 



    	Annex II - 3



    	 



    




(o)The
Company and each of its subsidiaries carries, or is covered by, insurance in such amounts and covering such risks as, in the Company’s
reasonable judgment, is adequate for the conduct of its business and the value of its properties and as is customary for similarly
sized companies engaged in similar businesses in similar industries.


(p)No
labor dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is imminent,
that is reasonably likely to result in a Material Adverse Effect.


(q)Except
as set forth in the Registration Statement, the Disclosure Package and the Prospectus, neither the Company, its subsidiaries nor,
to its knowledge, any other party is in violation, breach or default of any Contract that is reasonably likely to result in a
Material Adverse Effect.


(r)No
supplier, customer, distributor or sales agent of the Company has notified the Company that it intends to discontinue or decrease
the rate of business done with the Company, except where such decrease is not reasonably likely to result in a Material Adverse
Effect.


(s)There
are no claims, payments, issuances, arrangements or understandings for services in the nature of a finder’s, consulting
or origination fee with respect to the introduction of the Company to any Placement Agent or the sale of the Securities hereunder
or any other arrangements, agreements, understandings, payments or issuances with respect to the Company that may affect the Placement
Agents’ compensation, as determined by FINRA.


(t)Except
as set forth in the Registration Statement, the Disclosure Package and the Prospectus, the Company has not made within the 12-month
period prior to the date on which the Registration Statement was filed with the Commission (“Filing Date”)
any direct or indirect payments (in cash, securities or otherwise) to (i) any person, as a finder’s fee, investing fee or
otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who provided
capital to the Company, (ii) any FINRA member, or (iii) any person or entity that has any direct or indirect affiliation or association
with any FINRA member.


(u)None
of the net proceeds of the offering will be paid by the Company to any participating FINRA member or any affiliate or associate
of any participating FINRA member, except as specifically authorized herein.


(v)Except
as set forth in the Registration Statement, the Disclosure Package and the Prospectus, to the Company’s knowledge, no (i)
officer or director of the Company or its subsidiaries, (ii) owner of 5% or more of the Company’s unregistered securities
or that of its subsidiaries or (iii) owner of any amount of the Company’s unregistered securities acquired within the 180-day
period prior to the Filing Date, has any direct or indirect affiliation or association with any FINRA member. The Company will
advise the Placement Agents and their counsel if it becomes aware at any time prior to the 90th day following the Effective
Time (as defined in the Placement Agreement) that any officer, director or stockholder of 5% or more of the Company’s unregistered
securities of the Company or its subsidiaries is or becomes an affiliate or associated person of a FINRA member participating
in the offering.


(w)Other
than the Placement Agents and sub-agents, no person has the right to act as an placement agent or as a financial advisor to the
Company in connection with the transactions contemplated hereby.


(x)The
statements set forth in the Registration Statement, the Disclosure Package and the Prospectus under the caption “Description
of Securities” insofar as they purport to constitute a summary of the terms of the Securities and under the captions “Business
– Patents and Proprietary Rights,” “Business - Government Regulation and Product Approval”, “Certain
Relationships and Related Party Transactions”, “Disclosure of Commission Position on Indemnification for Securities
Act Liabilities” and “Plan of Distribution”, insofar as they purport to describe the provisions of the laws
and documents referred to therein, are accurate, complete and fair.


 



    	Annex II - 4



    	 



    




(y)Except
as set forth in the Registration Statement, the Disclosure Package and the Prospectus, there are no contracts, agreements or understandings
between the Company and any person granting such person the right (other than rights which have been waived in writing or otherwise
satisfied or not enforceable in connection with the offering of the Securities) to require the Company to file a registration
statement under the Securities Act with respect to any securities of the Company owned or to be owned by such person or to require
the Company to include such securities in the securities registered pursuant to the Registration Statement or in any securities
being registered pursuant to any other registration statement filed by the Company under the Securities Act (as defined in the
Placement Agreement).


(z)Except
as set forth in the Registration Statement, the Disclosure Package and the Prospectus, the Company has not sold or issued any
shares of Common Stock during the six-month period preceding the date of the Prospectus, including any sales pursuant to Rule
144A under, or Regulations D or S of, the Securities Act, other than shares issued pursuant to employee benefit plans, stock option
plans or other employee compensation plans or pursuant to outstanding options, rights or warrants.


The
Company and each of its subsidiaries (i) are in compliance with all, and have not violated any, laws, regulations, ordinances,
rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation
any international, national, state, provincial, regional, or local authority, relating to the protection of human health or safety,
the environment, or natural resources, or to hazardous or toxic substances or wastes, pollutants or contaminants (including, without
limitation, all health and safety laws) (“Environmental Laws”) applicable to such entity, which compliance
includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required
by Environmental Laws to conduct their respective businesses as described in the Registration Statement, the Disclosure Package
and the Prospectus, except where the failure to comply would not, singularly or in the aggregate, have a Material Adverse Effect,
and (ii) have not received notice of any actual or alleged violation of Environmental Laws, or of any potential liability for
or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants.(i)There
are no proceedings that are pending, or known to be contemplated, against the Company or any of its subsidiaries under Environmental
Laws in which a governmental authority is also a party.


(ii)The
Company and its subsidiaries are not aware of any existing liabilities concerning hazardous or toxic substances or wastes, pollutants
or contaminants that could reasonably be expected to have a Material Adverse Effect on the capital expenditures, earnings or competitive
position of the Company and its subsidiaries.


(iii)To
the knowledge of the Company, no property which is or has been owned, leased, used, operated or occupied by the Company or its
subsidiaries has been designated as a Superfund site pursuant to the Comprehensive Environmental Response, Compensation of Liability
Act of 1980, as amended (42 U.S.C. Section 9601, et. seq.), or otherwise designated as a contaminated site under applicable state
or local law.


(bb)The
Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange
Act) that complies in all material respects with the requirements of the Exchange Act and has been designed by the Company’s
principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.
generally accepted accounting principles. The Company’s internal control over financial reporting is effective and the Company
is not aware of any material weaknesses in its internal control over financial reporting.


 



    	Annex II - 5



    	 



    




(cc)Since
the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus,
there has been no change in the Company’s internal control over financial reporting that has materially affected, or is
reasonably likely to materially affect, the Company’s internal control over financial reporting.


(dd)The
Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply
with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material
information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and
principal financial officer by others within those entities; and such disclosure controls and procedures are effective.


(ee)The
operations of the Company and its subsidiaries are being conducted in material compliance with applicable employment laws, the
rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced
by any governmental agency (collectively, the “Employee Benefit Laws”) and no action, suit or proceeding by
or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries
with respect to the Employee Benefit Laws is pending or, to the knowledge of the Company, threatened.


(ff)Neither
the Company nor any of its subsidiaries or affiliates, nor any director, officer, or employee, nor, to the Company’s knowledge,
any agent or representative of the Company or of any of its subsidiaries or affiliates, has taken any action in furtherance of
an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything
else of value, directly or indirectly, to any “government official” (including any officer or employee of a government
or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity
for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence
official action or secure an improper advantage; and the Company and its subsidiaries and affiliates conduct their businesses
in compliance in all material respects with applicable anti-corruption laws and have instituted and maintain and will continue
to maintain policies and procedures designed to promote and achieve compliance in all material respects with such laws and with
the representation and warranty contained herein.


 









    	Annex II - 6



    	 



    

 


ANNEX
III


 


IMPORTANT
INFORMATION ON PENNY STOCKS


 


 


The
U.S. Securities and Exchange Commission (SEC) requires your broker to give this statement to you, and to obtain
your signature to show that you have received it, before your first trade in a penny stock. This statement contains important
information—and you should read it carefully before you sign it, and before you decide to purchase or sell a penny stock.


 


In
addition to obtaining your signature, the SEC requires your broker to wait at least two business days after sending
you this statement before executing your first trade to give you time to carefully consider your trade.


 


Penny
Stocks Can Be Very Risky


 


Penny
stocks are low-priced shares of small companies. Penny stocks may trade infrequently—which means that it may be difficult
to sell penny stock shares once you have them. Because it may also be difficult to find quotations for penny stocks, they may
be impossible to accurately price. Investors in penny stock should be prepared for the possibility that they may lose their whole
investment.


 


While
penny stocks generally trade over-the-counter, they may also trade on U.S. securities exchanges, facilities of U.S.
exchanges, or foreign exchanges. You should learn about the market in which the penny stock trades to determine how much demand
there is for this stock and how difficult it will be to sell. Be especially careful if your broker is offering to sell
you newly issued penny stock that has no established trading market.


 


The securities you
are considering have not been approved or disapproved by the SEC. Moreover, the SEC has not passed upon the fairness or the merits
of this transaction nor upon the accuracy or adequacy of the information contained in any prospectus or any other information
provided by an issuer or a broker or dealer.


 


Information
You Should Get


 


In
addition to this statement, your broker is required to give you a statement of your financial situation and investment
goals explaining why his or her firm has determined that penny stocks are a suitable investment for you. In addition, your broker is
required to obtain your agreement to the proposed penny stock transaction.


 


Before
you buy penny stock, Federal law requires your salesperson to tell you the “offer” and the “bid”
on the stock, and the “compensation” the salesperson and the firm receive for the trade. The firm also must
send a confirmation of these prices to you after the trade. You will need this price information to determine what profit or loss,
if any, you will have when you sell your stock.


The
offer price is the wholesale price at which the dealer is willing to sell stock to other dealers. The bid price is the wholesale
price at which the dealer is willing to buy the stock from other dealers. In its trade with you, the dealer may add a retail charge
to these wholesale prices as compensation (called a “markup” or “markdown”).


 


The
difference between the bid and the offer price is the dealer's “spread.” A spread that is large compared with
the purchase price can make a resale of a stock very costly. To be profitable when you sell, the bid price of your stock must
rise above the amount of this spread and the compensation charged by both your selling and purchasing dealers. Remember
that if the dealer has no bid price, you may not be able to sell the stock after you buy it, and may lose your whole investment.


 


After
you buy penny stock, your brokerage firm must send you a monthly account statement that gives an estimate of the value of
each penny stock in your account, if there is enough information to make an estimate. If the firm has not bought or sold any penny
stocks for your account for six months, it can provide these statements every three months.


 


Additional
information about low-priced securities—including penny stocks—is available on the SEC's Web site at http://www.sec.gov/investor/pubs/microcapstock.htm. In
addition, your broker will send you a copy of this information upon request. The SEC encourages you to learn all you
can before making this investment.


 



    	Annex III - 1



    	 



    




 


Brokers'
Duties and Customers' Rights and Remedies


 


Remember
that your salesperson is not an impartial advisor—he or she is being paid to sell you stock. Do not rely only on the salesperson,
but seek outside advice before you buy any stock. You can get the disciplinary history of a salesperson or firm from FINRA at
1-800-289-9999 or contact FINRA via the Internet at http://www.finra.org. You can also get additional information
from your state securities official. The North American Securities Administrators Association, Inc. can give
you contact information for your state. You can reach NASAA at (202) 737-0900 or via the Internet at http://www.nasaa.org.


 


If
you have problems with a salesperson, contact the firm's compliance officer. You can also contact the securities regulators listed above.
Finally, if you are a victim of fraud, you may have rights and remedies under state and Federal law. In addition to the regulators listed above,
you also may contact the SEC with complaints at (800) SEC-0330 or via the Internet at help@sec.gov.


 





Annex III
-
2II