---

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE
SUBSCRIPTION AGREEMENT) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE
TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO
REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
1933 ACT).

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT
RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
AVAILABLE 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.

CONFIDENTIALPRIVATE PLACEMENT SUBSCRIPTION
AGREEMENT

|TO: | HIP Energy Corporation(the Company)
|--- | -------------------------------------
|    | Suite 404  999 Canada Place         
|    | World Trade Centre                   
|    | Vancouver, BC V6E
    3E2            

PURCHASE OF SHARES

1.Subscription

1.1 On the basis of the representations and warranties and subject to the
terms and conditions set forth herein, the undersigned (the Subscriber) hereby
irrevocably subscribes for and agrees to purchase common shares (the Shares)
of the Company at a price of $0.25 per Share (such subscription and agreement to
purchase being the Subscription), for an aggregate purchase price as set out
on the signature page of this Subscription Agreement (the Subscription
Proceeds) which is tendered herewith, on the basis of the representations and
warranties and subject to the terms and conditions set forth herein.

1.2 The Company hereby agrees to sell, on the basis of the representations
and warranties and subject to the terms and conditions set forth herein, to the
Subscriber the Shares. Subject to the terms hereof, the Subscription Agreement
will be effective upon its acceptance by the Company.

1.3 Unless otherwise provided, all dollar amounts referred to in this
Subscription Agreement are in lawful money of the United States of America.

2.Payment

2.1 The Subscription Proceeds must accompany this Subscription and shall be
paid by certified cheque or bank draft drawn on a Canadian chartered bank, and
made payable and delivered to the Company. Alternatively, the Subscription
Proceeds may be wired to the Company or its lawyers pursuant to wiring
instructions that will be provided to the Subscriber upon request. If the funds
are wired to the Companys lawyers, the Subscriber irrevocably authorizes such
lawyers to immediately deliver the funds to the Company upon receipt of the
funds from the Subscriber even if the Subscription has not been consummated.

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- 2 -

2.2 The Subscriber acknowledges and agrees that this Subscription
Agreement, the Subscription Proceeds and any other documents delivered in
connection herewith will be held on behalf of the Company. In the event that
this Subscription Agreement is not accepted by the Company for whatever reason,
which the Company expressly reserves the right to do, at any time before April
30, 2010, this Subscription Agreement, the Subscription Proceeds (without
interest thereon) and any other documents delivered in connection herewith will
be returned to the Subscriber at the address of the Subscriber as set forth in
this Subscription Agreement.

3.Documents Required from Subscriber and Independent Legal
Advice

3.1 The Subscriber must complete, sign and return to the Company the
following documents:

| | (a) | two (2) executed copies of this Subscription Agreement;
      and                  
| | --- | -----------------------------------------------------------------------------------
| |     |                                                                                    
| | (b) | an Investor Questionnaire (the Questionnaire) attached
      as Exhibit A hereto.

3.2 The Subscriber shall complete, sign and return to the 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 and applicable law.

3.3 Both parties to this Subscription Agreement acknowledge and agree that
Clark Wilson LLP has acted as counsel only to the Company and is not protecting
the rights and interests of the Subscriber. The Subscriber acknowledges and
agrees that the Company and Clark Wilson LLP have given him the opportunity to
seek, and have recommended that the Subscriber obtain, independent legal advice
with respect to the subject matter of this Subscription Agreement and, further,
the Subscriber hereby represents and warrants to the Company and Clark Wilson
LLP that the Subscriber has sought independent legal advice or waives such
advice.

4.Conditions and Closing

4.1 Closing of the offering of the Shares (the Closing) shall occur on or
before April 30, 2010, or on such other date as may be determined by the Company
(the Closing Date) in its sole discretion. The Company may, at its discretion,
elect to close the offering in one or more closings, in which event the Company
may agree with one or more subscribers (including the Subscriber hereunder) to
complete delivery of the Shares to such subscriber(s) against payment therefor
at any time on or prior to the Closing Date.

4.2 The Subscriber acknowledges that the certificates representing the
Shares will be available for delivery upon Closing provided that the Subscriber
has satisfied the requirements of Section 3 hereof and the Company has accepted
this Subscription Agreement.

5.Acknowledgements and Agreements of Subscriber

5.1 The Subscriber acknowledges and agrees that:

| | (a) | none of the Shares have been or 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 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, foreign and provincial securities laws;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (b) | the Subscriber acknowledges that the Company has not
      undertaken, and will have no obligation, to register any of the Shares
      under the 1933 Act or any other securities legislation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (c) | by completing the Questionnaire, if applicable, the
      Subscriber is representing and warranting that the Subscriber satisfies
      one of the categories of registration and prospectus exemptions provided
      in National Instrument 45-106 (NI 45-106) adopted by the
      British Columbia Securities Commission (the BCSC) and other provincial
  securities commissions;                                                                                                                                                                                                                                                                                                                                                                                

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- 3 -

| | (d) | the decision to execute this Subscription Agreement and
      acquire the Shares agreed to be purchased 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 any public information which has been filed by the Company with the
      Securities and Exchange Commission (SEC) in compliance, or intended
      compliance, with applicable securities legislation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (e) | the Subscriber and the Subscribers advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Company in connection with the distribution of the Shares hereunder, and
      to obtain additional information, to the extent possessed or obtainable
      without unreasonable effort or expense, necessary to verify the accuracy
      of the information about the Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (f) | the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Subscriber during reasonable business hours at its
      principal place of business, and all documents, records and books in
      connection with the distribution of the Shares hereunder have been made
      available for inspection by the Subscriber, the Subscribers lawyer and/or
      advisor(s);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (g) | all of the 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 being executed by the Company, the
      Subscriber will immediately provide the Company with such
    information;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (h) | the Company is entitled to rely on the representations
      and warranties of the Subscriber contained in this Subscription Agreement
      and the Questionnaire 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 or
      the Questionnaire;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (i) | the Subscriber will indemnify and hold harmless the
      Company and, where applicable, its 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 in this Subscription Agreement, the Questionnaire
      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;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (j) | 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 accordance with any other applicable securities
      laws;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (k) | the Subscriber has 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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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- 4 -

| | (ii) | applicable resale
restrictions;
| | ---- | -------------------------------

| | (l) | in addition to resale restrictions imposed under U.S.
      securities laws, there are additional restrictions on the Subscribers
      ability to resell in Canada any of the Shares under the Securities Act
      (British Columbia) and British Columbia Instrument 51-509 adopted by the
      BCSC;                                                                                                                                                  
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (m) | the Subscriber consents to the placement of a legend on
      any certificate or other document evidencing any of the Shares to the
      effect that such securities have not been registered under the 1933 Act or
      any state securities or blue sky laws and setting forth or referring to
      the restrictions on transferability and sale thereof contained in this
      Subscription Agreement such legend to be substantially as
  follows:

|THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN
      AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED
      HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF
      1933, AS AMENDED (THE "1933 ACT").                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
      REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND,
      UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,
      IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN
      ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT,
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR
      PURSUANT TO AN AVAILABLE 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. IN ADDITION, HEDGING
      TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
      COMPLIANCE WITH THE 1933 ACT.

| | (n) | the Company has advised the Subscriber that the Company
      is relying on an exemption from the requirements to provide the Subscriber
      with a prospectus to issue the Shares and, as a consequence of acquiring
      the Shares pursuant to such exemption certain protections, rights and
      remedies provided by the applicable securities legislation of British
      Columbia including statutory rights of rescission or damages, will not be
      available to the Subscriber;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (o) | neither the SEC nor any other securities commission or
      similar regulatory authority has reviewed or passed on the merits of any
      of the Shares and no documents in connection with the sale of the Shares
      hereunder have been reviewed by the SEC or any state securities
      administrators;                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (p) | there is no government or other insurance covering any of
      the Shares;                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (q) | the Company will refuse to register the transfer any 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 securities
      laws;                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (r) | the statutory and regulatory basis for the exemption
      claimed for the offer and sale 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; and                                                                                                                                                                                       

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- 5 -

| | (s) | this Subscription Agreement is not enforceable by the
      Subscriber unless it has been accepted by the Company, and the Subscriber
      acknowledges and agrees that the Company reserves the right to reject any
      Subscription for any reason whatsoever.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6.Representations, Warranties and Covenants of the
Subscriber

6.1 The Subscriber hereby represents and warrants to and covenants with the
Company (which representations, warranties and covenants shall survive the
Closing) that:

| | (a) | the Subscriber is not a U.S. Person and the Subscriber is
      not acquiring the Shares for the account or benefit of, directly or
      indirectly, any U.S. Person;                                                                                                                                                                                                                                                                                                                                                          
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (b) | the Subscriber is resident in the jurisdiction set out
      under the heading Name and Address of Subscriber on the signature page
      of this Subscription Agreement;                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (c) | the Subscriber:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (d) | it has the legal capacity and competence to enter into
      and execute this Subscription Agreement and to take all actions required
      pursuant hereto and, if the Subscriber is a corporate entity, it is duly
      incorporated and validly subsisting under the laws of its jurisdiction of
      incorporation and all necessary approvals by its directors, shareholders
      and others have been obtained to authorize execution and performance of
      this Subscription Agreement on behalf of the Subscriber;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (e) | the entering into of this Subscription Agreement and the
      transactions contemplated hereby do not result in the violation of any of
      the terms and provisions of any law applicable to, or the
  constating documents of, the Subscriber or of any agreement, written
      or oral, to which the Subscriber may be a party or by which the Subscriber
  is or may be bound;                                                                                                                                          

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- 6 -

| | (f) | the Subscriber has duly executed and delivered this
      Subscription Agreement and it constitutes a valid and binding agreement of
      the Subscriber enforceable against the Subscriber;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (g) | the Subscriber has received and carefully read this
      Subscription Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (h) | the Subscriber is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the entire investment;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (i) | the Subscriber has made an independent examination and
      investigation of an investment in the Shares and the Company and has
      depended on the advice of its legal and financial advisors and agrees that
      the Company will not be responsible in any way whatsoever for the
      Subscribers decision to invest in the Shares and the Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (j) | the Subscriber (i) has adequate net worth and means of
      providing for its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, and
      (iii) is able to bear the economic risks of an investment in the Shares
      for an indefinite period of time;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (k) | the Subscriber (i) is able to fend for him/her/itself in
      the Subscription; (ii) has such knowledge and experience in business
      matters as to be capable of evaluating the merits and risks of its
      prospective investment in the Shares; and (iii) has the ability to bear
      the economic risks of its prospective investment and can afford the
      complete loss of such investment;                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (l) | the Subscriber understands and agrees that the Company
      and others will rely upon the truth and accuracy of the acknowledgements,
      representations and agreements contained in this Subscription Agreement
      and the Questionnaire and agrees that if any of such acknowledgements,
      representations and agreements are no longer accurate or have been
      breached, the Subscriber shall promptly notify the Company;                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (m) | the Subscriber is purchasing the Shares as principal for
      investment only and not with a view to, or for, resale, distribution or
      fractionalization thereof, in whole or in part, and, in particular, it has
      no intention to distribute either directly or indirectly any of the Shares
      in the United States or to U.S. Persons;                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (n) | the Subscriber is outside the United States when
      receiving and executing this Subscription Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (o) | the Subscriber understands and agrees that offers and
      sales of any of the Shares prior to the expiration of the period specified
      in Regulation S (such period hereinafter referred to as the Distribution
      Compliance Period) shall only be made in compliance with the safe harbor
      provisions set forth in Regulation S, pursuant to the registration
      provisions of the 1933 Act or an exemption therefrom, and that all offers
      and sales after the Distribution Compliance Period shall be made only in
      compliance with the registration provisions of the 1933 Act or an
      exemption therefrom and in each case only in accordance with applicable
      state and provincial securities laws;                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (p) | the Subscriber acknowledges that it has not acquired the
      Shares as a result of, and will not itself engage in, any directed
      selling efforts (as defined in Regulation S under the 1933 Act) in the
      United States in respect of any of the Shares which would include any
      activities undertaken for the purpose of, or that could reasonably be
      expected to have the effect of, conditioning the market in the United
      States for the resale of any of the Shares; provided, however, that the
      Subscriber may sell or otherwise dispose of any of the Shares pursuant to
      registration of any of the Shares pursuant to the 1933 Act and any
      applicable securities laws or under an exemption from such registration
      requirements and as otherwise provided herein;

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- 7 -

| | (q) | the Subscriber is not an underwriter of, or dealer in,
      the common shares of the Company, nor is the Subscriber participating,
      pursuant to a contractual agreement or otherwise, in the distribution of
      the Shares;                                                                                                                                                                                                                                                         
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (r) | the Subscriber is not aware of any advertisement of any
      of the Shares and is not acquiring the Shares as a result of any form of
      general solicitation or general advertising including advertisements,
      articles, notices or other communications published in any newspaper,
      magazine or similar media or broadcast over radio or television, or any
      seminar or meeting whose attendees have been invited by general
      solicitation or general advertising;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (s) | no person has made to the Subscriber any written or oral
      representations:                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (t) | the Subscriber acknowledges and agrees that the Company
      shall not consider the Subscribers Subscription for acceptance unless the
      undersigned provides to the Company, along with an executed copy of this
      Subscription Agreement:                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

6.2 In this Subscription Agreement, the term U.S. Person shall have the
meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for
the purpose of the Subscription Agreement includes any person in the United
States.

7.Representations and Warranties will be Relied Upon by the
Company

7.1 The Subscriber acknowledges that the representations and warranties
contained herein and in the Questionnaire, if applicable, are made by it with
the intention that such representations and warranties may be relied upon by the
Company and its legal counsel in determining the Subscribers eligibility to
purchase the Shares under applicable securities legislation, or (if applicable)
the eligibility of others on whose behalf it is contracting hereunder to
purchase the Shares under applicable securities legislation. The Subscriber
further agrees that by accepting delivery of the certificates representing the
Shares on the Closing Date, it will be representing and warranting that the
representations and warranties contained herein and in the Questionnaire, if
applicable, are true and correct as at the Closing Date with the same force and
effect as if they had been made by the Subscriber on the Closing Date and that
they will survive the purchase by the Subscriber of the Shares and will continue
in full force and effect notwithstanding any subsequent disposition by the
Subscriber of such Shares.

8. Acknowledgement and Waiver

8.1
The Subscriber has acknowledged that the decision to acquire the Shares was
solely made on the basis of publicly available information. The Subscriber
hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to
which the Subscriber might be entitled in connection with the distribution of
any of the Shares.

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- 8 -

9. Legending and Registration of Subject Securities

9.1 The Subscriber acknowledges that any resale of any of the Shares will
be subject to resale restrictions contained in the securities legislation
applicable to the Subscriber or proposed transferee. The Subscriber acknowledges
that none of the Shares have been registered under the 1933 Act or the
securities laws of any state of the United States. The Shares may not be offered
or sold in the United States unless registered in accordance with federal
securities laws and all applicable state securities laws or exemptions from such
registration requirements are available.

9.2 The Subscriber acknowledges that the Shares are subject to resale
restrictions in Canada and may not be traded in Canada except as permitted by
the applicable provincial securities laws and the rules made thereunder.

9.3
If the Subscriber is not a resident of British Columbia, the Subscriber
represents, warrants and acknowledges that:

(a) pursuant to British Columbia Instrument 51-509  Issuers Quoted in the
U.S. Overthe-Counter Markets (BCI 51-509), as adopted by the BCSC, a
subsequent trade in the Shares in or from British Columbia will be a
distribution subject to the prospectus and registration requirements of
applicable Canadian securities legislation (including the BC Act) unless certain
conditions are met, which conditions include, among others, a requirement that
any certificate representing the Shares (or ownership statement issued under a
direct registration system or other book entry system) bear the restrictive
legend (the BC Legend) specified in BCI 51-509;

(b) the Subscriber is not a resident of British Columbia and undertakes not
to trade or resell any of the Shares in or from British Columbia unless the
trade or resale is made in accordance with BCI 51-509. The Subscriber
understands and agrees that the Company and others will rely upon the truth and
accuracy of these representations and warranties made in this Section 10.3 and
agrees that if such representations and warranties are no longer accurate or
have been breached, the Subscriber shall immediately notify the Company;

(c) by executing and delivering this Agreement and as a consequence of the
representations and warranties made by the Subscriber in this Section 10.3, the
Subscriber will have directed the Company not to include the BC Legend on any
certificates representing the Shares to be issued to the Subscriber. As a
consequence, the Subscriber will not be able to rely on the resale provisions of
BCI 51-509, and any subsequent trade in any of the Shares in or from British
Columbia will be a distribution subject to the prospectus and registration
requirements of the BC Act; and

(d)
if the Subscriber wishes to trade or resell any of the Shares in or from British
Columbia, the Subscriber agrees and undertakes to return, prior to any such
trade or resale, any certificate representing the Shares to the Companys
transfer agent to have the BC Legend imprinted on such certificate or to
instruct the Companys transfer agent to include the BC Legend on any ownership
statement issued under a direct registration system or other book entry
system.

10.Collection of Personal Information

10.1 The Subscriber acknowledges and consents to the fact that the Company
is collecting the Subscribers personal information for the purpose of
fulfilling this Subscription Agreement and completing the Offering. The
Subscribers personal information (and, if applicable, the personal information
of those on whose behalf the Subscriber is contracting hereunder) may be
disclosed by the Company to (a) stock exchanges or securities regulatory
authorities, (b) the Companys registrar and transfer agent, (c) Canadian tax
authorities, (d) authorities pursuant to the Proceeds of Crime (Money
Laundering) and Terrorist Financing Act(Canada) and (e) any of the other parties involved in the Offering, including
legal counsel, and may be included in record books in connection with the
Offering. By executing this Subscription Agreement, the Subscriber is deemed to
be consenting to the foregoing collection, use and disclosure of the
Subscribers personal information (and, if applicable, the personal information
of those on whose behalf the Subscriber is contracting hereunder) and to the
retention of such personal information for as long as permitted or required by
law or business practice. Notwithstanding that the Subscriber may be purchasing
Shares as agent on behalf of an undisclosed principal, the Subscriber agrees to
provide, on request, particulars as to the identity of such undisclosed
principal as may be required by the Company in order to comply with the
foregoing.

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- 9 -

10.2
Furthermore, the Subscriber is hereby notified that:

| | (a) | the Company may deliver to a provincial securities
      commission and/or the SEC certain personal information pertaining to the
      Subscriber, including such Subscribers full name, residential address and
      telephone number, the number of shares or other securities of the Company
      owned by the Subscriber, the number of Shares purchased by the Subscriber
      and the total purchase price paid for such Shares, the prospectus
      exemption relied on by the Company and the date of distribution of the
      Shares,
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (b) | such information is being collected indirectly by the
      provincial securities commission under the authority granted to it in
      securities legislation, and                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (c) | such information is being collected for the purposes of
      the administration and enforcement of the securities legislation of
      Canada.                                                                                                                                                                                                                                                                                                                                                                                                      

11.Costs

11.1 The Subscriber acknowledges and agrees that all costs and expenses
incurred by the Subscriber (including any fees and disbursements of any special
counsel retained by the Subscriber) relating to the purchase of the Shares shall
be borne by the Subscriber.

12.Governing Law

12.1
This Subscription Agreement is governed by the laws of the Province of British
Columbia.

13.Survival

13.1 This Subscription Agreement, including without limitation the
representations, warranties and covenants contained herein, shall survive and
continue in full force and effect and be binding upon the parties hereto
notwithstanding the completion of the purchase of the Shares by the Subscriber
pursuant hereto.

14.Assignment

14.1 This Subscription Agreement is not transferable or assignable.

15.Severability

15.1
The invalidity or unenforceability of any particular provision of this
Subscription Agreement shall not affect or limit the validity or enforceability
of the remaining provisions of this Subscription Agreement.

16.Entire Agreement

16.1 Except as expressly provided in this Subscription Agreement and in the
agreements, instruments and other documents contemplated or provided for herein,
this Subscription Agreement contains the entire agreement between the parties
with respect to the sale of the Shares and there are no other terms, conditions,
representations or warranties, whether expressed, implied, oral
or written, by statute or common law, by the Company or by anyone else.

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- 10 -

17.Notices

17.1 All notices and other communications hereunder shall be in writing and
shall be deemed to have been duly given if mailed or transmitted by any standard
form of telecommunication. Notices to the Subscriber shall be directed to the
address on the signature page of this Subscription Agreement and notices to the
Company shall be directed to it at 5548 Parthenon Place, West Vancouver, BC V7W
2V7.

18.Counterparts and Electronic Means

18.1 This Subscription Agreement may be executed in any number of
counterparts, each of which, when so executed and delivered, shall constitute an
original and all of which together shall constitute one instrument. Delivery of
an executed copy of this Agreement by electronic facsimile transmission or other
means of electronic communication capable of producing a printed copy will be
deemed to be execution and delivery of this Agreement as of the date hereinafter
set forth.

IN WITNESS WHEREOFthe Subscriber has duly executed this
Subscription Agreement as of the date of acceptance by the Company.

|                                   |  |                                                           
|---------------------------------- |  | ----------------------------------------------------------
|(Number of Shares being purchased) |  | (Name of Subscriber  Please type or print)               
|                                   |  |                                                           
|                                   |  |                                                           
|(Total Subscription Price)         |  | (Signature and, if applicable, Office)                    
|                                   |  |                                                           
|                                   |  |                                                           
|                                   |  | (Address of Subscriber)                                   
|                                   |  |                                                           
|                                   |  |                                                           
|                                   |  | (City, State or Province, Postal Code of
      Subscriber)
|                                   |  |                                                           
|                                   |  |                                                           
|                                   |  | (Country of Subscriber)                                   
|                                   |  |                                                           
|                                   |  |                                                           
|                                   |  | (Email Address)                                           
|                                   |  |                                                           
|                                   |  |                                                           
|                                   |  | (Telephone Number)                                        

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- 11 -

A C C E P T A N C E

The above-mentioned Subscription Agreement in respect of the
Shares are hereby accepted by HIP Energy Corporation

DATED at Vancouver, British Columbia, the _______day of
____________________, 2010.

HIP ENERGY CORPORATION

|Per: |                      | 
|---- | -------------------- | 
|     | Authorized Signatory | 

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EXHIBIT A

INVESTOR QUESTIONNAIRE

All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Subscription Agreement.

The purpose of this Questionnaire is to assure the Company that
the Subscriber will meet certain requirements of National Instrument 45-106 (NI
45-106). The Company will rely on the information contained in this
Questionnaire for the purposes of such determination.

The Subscriber covenants, represents and warrants to the
Company that:

| | 1. | if the Subscriber is not a resident of Ontario, the
      Subscriber is (tick one or more of the following boxes):                                                                                                                                                                                                                                                                                                                                                
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | [     ]                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | [     ]                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | [     ]                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | [     ]                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | [     ]                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | [     ]                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | [     ]                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | [     ]                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 2. | if the Subscriber has checked box B, C, D, E, G or H in
      Section 1 above, the director, executive officer, founder or control
      person of the Company with whom the undersigned has the relationship
      is:                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | (Instructions to Subscriber: fill in the name of each
      director, executive officer, founder and control person which you have the
      above-mentioned relationship with. If you have checked box G or H, also
      indicate which of A to F describes the securityholders, directors,
      trustees or beneficiaries which qualify you as box G or H and provide the
      names of those individuals. Please attach a separate page if
      necessary).

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- 13 -

| | 3. | if the Subscriber is resident in Ontario, the Subscriber
      is (tick one or more of the following
boxes):
| | -- | ------------------------------------------------------------------------------------------------------------

| | [     ] | (A) | a founder of the Company                                                                                                 
| | ------- | --- | -------------------------------------------------------------------------------------------------------------------------
| |         |     |                                                                                                                          
| | [     ] | (B) | an affiliate of a founder of the Company                                                                                 
| |         |     |                                                                                                                          
| | [     ] | (C) | a spouse, parent, brother, sister, grandparent or child
      of an executive officer, director or founder of the Company
| |         |     |                                                                                                                          
| | [     ] | (D) | a control person of the Company                                                                                          
| |         |     |                                                                                                                          
| | [     ] | (E) | an accredited investor                                                                                                   

| | 4. | if the Subscriber has checked box C in Section 3 above,
      the executive officer, director or founder of the Company with whom the
      undersigned has the relationship is:                                                                                         
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                          
| |    | (Instructions to Subscriber: fill in the name of each
      executive officer, director or founder which you have the above-mentioned
      relationship with.)                                                                                                          
| |    |                                                                                                                                                                                                                                                                          
| | 5. | if the Subscriber has ticked box F in Section 1 or box E
      in Section 3 above, the Subscriber satisfies one or more of the categories
      of accredited investor (as that term is defined in NI 45-106) indicated
      below (please check the appropriate box):

| | [     ] | (a) an individual who either alone or with a spouse
      beneficially owns, directly or indirectly, financial assets (as defined in
      NI 45-106) having an aggregate realizable value that before taxes, but net
      of any related liabilities, exceeds CDN$1,000,000;                                                                                  
| | ------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |         |                                                                                                                                                                                                                                                                                                                                                                 
| | [     ] | (b) an individual whose net income before taxes exceeded
      CDN$200,000 in each of the two more recent calendar years or whose net
      income before taxes combined with that of a spouse exceeded CDN$300,000 in
      each of those years and who, in either case, reasonably expects to exceed
      that net income level in the current calendar year;
| |         |                                                                                                                                                                                                                                                                                                                                                                 
| | [     ] | (c) an individual who, either alone or with a spouse, has
      net assets of at least CDN $5,000,000;                                                                                                                                                                                                                                                          
| |         |                                                                                                                                                                                                                                                                                                                                                                 
| | [     ] | (d) a person, other than an individual or investment
      fund, that had net assets of at least CDN$5,000,000 as reflected on its
      most recently prepared financial statements.                                                                                                                                                                           
| |         |                                                                                                                                                                                                                                                                                                                                                                 
| | [     ] | (e) a person registered under securities legislation of a
      jurisdiction of Canada as an advisor or dealer, or an individual
      registered or formerly registered as a representative of such an adviser
      or dealer, other than a limited market dealer registered under the
      Securities Act(Ontario) or the Securities Act(Newfoundland);     
| |         |                                                                                                                                                                                                                                                                                                                                                                 
| | [     ] | (f) an investment fund that distributes it securities
      only to persons that are accredited investors at the time of distribution,
      a person that acquires or acquired a minimum of CDN$150,000 of value in
      securities, or a person that acquires or acquired securities under
      Sections 2.18 or 2.19 of NI 45-106; or                      
| |         |                                                                                                                                                                                                                                                                                                                                                                 
| | [     ] | (g) a person in respect of which all of the owners of
      interests, direct, indirect or beneficial, except the voting securities
      required by law are persons or companies that are accredited
    investors.                                                                                                                                           

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- 14 -

The Subscriber acknowledges and agrees that the Subscriber may
be required by the Company to provide such additional documentation as may be
reasonably required by the Company and its legal counsel in determining the
Subscribers eligibility to acquire the Shares under relevant legislation.

IN WITNESS WHEREOF, the
undersigned has executed this Questionnaire as of the ________day of
_____________________, 2010.

|If an Individual:  |  | If a Corporation, Partnership or Other Entity:
|------------------ |  | ----------------------------------------------
|                   |  |                                               
|                   |  |                                               
|Signature          |  | Print or Type Name of Entity                  
|                   |  |                                               
|                   |  |                                               
|Print or Type Name |  | Signature of Authorized Signatory             
|                   |  |                                               
|                   |  |                                               
|                   |  | Type of Entity                                

---