Park Place Energy Corp.: Exhibit 10.1 - Filed by newsfilecorp.com





NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT
SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES HAVE BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933
ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE
OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN)
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS. 

PARK PLACE ENERGY CORP. 

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

ACCREDITED INVESTORS (U.S. AND NON-U.S.) 

INSTRUCTIONS TO PURCHASER 

	1. 	
      This Subscription Agreement is for use by U.S. and
      Non-U.S. Accredited Investors.

	 	 
	2. 	
      COMPLETE the information on page 2 of this
      Subscription Agreement.

	 	 
	3. 	
      COMPLETE the Canadian Questionnaire on page 15 of
      this Subscription Agreement.

	 	 
	4. 	
      If a U.S. resident, COMPLETE the Questionnaire
      attached on page 11 of this Subscription Agreement.

	 	 
	5. 	
      All other information must be filled in where
appropriate.



1




PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT


TO: PARK PLACE ENERGY CORP. (the “Issuer”) 

Subject and pursuant to the Terms set out on page 3 of this
Subscription Agreement, the General Provisions on pages 5 to 10 of this
Subscription Agreement and the other attached schedules and appendices, which
are hereby incorporated by reference, the Purchaser hereby irrevocably
subscribes for, and on Closing will purchase from the Issuer, the following
securities at the following price: 


	                                                          Shares
    
	US $0.20 per Share for a total purchase
      price of US $___________________ 
	The Purchaser owns, directly or indirectly,
      the following securities of the Issuer: 
 
	  
	[Check if applicable] The Purchaser
      is [   ] an affiliate of the Issuer or [   ]
      a professional advisor of the Issuer. 



The Purchaser directs the Issuer to issue, register and deliver
the certificates representing the Shares as follows: 


	REGISTRATION INSTRUCTIONS
    
 	 	DELIVERY INSTRUCTIONS
      
 
	Name to appear on certificate 
 	 	Name and account reference, if
      applicable 
	Account reference if applicable
    
 	 	Contact name 
	Address 
 	 	Address 
	  	 	Telephone Number





	
      EXECUTED by the Purchaser this ______ day of
      ___________________, 2013. By executing this Subscription
      Agreement, the Purchaser certifies that the Purchaser and any
      beneficial purchaser for whom the Purchaser is acting is resident in
      the jurisdiction shown as the “Address of Purchaser”.
  





	WITNESS: 	 	EXECUTION BY
      PURCHASER: 
	  	 	X 
	Signature of Witness 	 	Signature of individual (if Purchaser is an individual)
    
	  	 	X 
	Name of Witness 	 	Authorized signatory (if Purchaser is not an
      individual) 
	  	 	  
	Address of Witness 	 	Name of Purchaser (please print) 
	  	 	  
	  	 	Name of authorized signatory (please print) 
	Accepted this day of ____________________, 2013 	 	  
	PARK PLACE ENERGY CORP. 	 	Address of Purchaser (residence) 
	Per: 	 	  
	  	 	Telephone Number 
	Authorized Signatory 	 	  
	  	 	*E-mail address 
	 	 	 



*Required from all Purchasers 

By signing this acceptance, the Issuer agrees to be bound by
the Terms on page 3 of this Subscription Agreement, the General Provisions on
pages 5 to 10 of this Subscription Agreement and the other schedules and
appendices incorporated by reference. If funds are delivered to the Issuer’s
lawyers, they are authorized to release the funds to the Issuer without further
authorization from the Purchaser.

2




TERMS 

	Reference date of this Subscription
      Agreement 	____________________________ , 2013 (the
      “Agreement Date”) 
	 	 
	 The Offering 
	  	  
	The Issuer 	
      PARK PLACE ENERGY CORP. (the “Issuer”)
      
 

	Offering 	
      The offering consists of Shares (“Shares”) at US
      $0.20 per Share. Each Share will consist of one common share in the
      capital of the Issuer (each, a “Share”) subject to adjustment.
    

	  	
       

	  	
      The Shares are sometimes referred to herein to as the
      “Securities”. 

	  	
       

	Purchased Securities 	
      The “Purchased Securities” under this Subscription
      Agreement are Shares. 
 

	Offering Restrictions 	
      This offering is not subject to any minimum offering.
      
 

	Issue Price 	
      US $0.20 per Share. 
 

	Selling Jurisdictions 	
      The Shares may only be sold in jurisdictions where they
      may be lawfully sold (the “Selling Jurisdictions”) including,
      without limitation, all provinces of Canada, but excluding the Province of
      Quebec. 
 

	Securities Exemptions 	
      The offering will be made in accordance with the
      following prospectus registration exemptions: 
 

		
      (a) the Accredited Investor
      exemption as defined by Regulation D promulgated under the 1933 Act; or
      
 

		
      (b) the exemption afforded by
      Regulation S of the 1933 Act for offerings of securities in an offshore
      transaction to persons who are not U.S. persons; and 
 

		
      (c) the Accredited Investor
      exemption defined in Canadian National Instrument 45-106; or
    
 

		
      with the approval of the Issuer, such other exemptions as
      may be available pursuant to the securities laws of the Selling
      Jurisdictions. 
 

	Closing Date 	
      On or before December 30, 2013, or on such other date
      determined by the Issuer in its discretion. 








	Subscription Agreement (with related
      appendices, schedules and forms) 	Page 4 of 18 



	Resale restrictions and legends 	
      The Purchaser acknowledges that the certificates
      representing the Purchased Securities will bear the following legends:
    

	  	
       

	  	
      For U.S. purchasers: 

	  	
       

		
      “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
      REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
      “1933 ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE
      TRANSFERRED ONLY PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
      1933 ACT OR: (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN
      COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT, (C) IN
      COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE
      1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE
      WITH APPLICABLE STATE SECURITIES LAWS, OR (D) WITH THE PRIOR CONSENT OF
      THE ISSUER, IN A TRANSACTION T HAT DOES NOT REQUIRE REGISTRATION UNDER THE
      1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS
      FURNISHED TO THE ISSUER AN OPINION TO SUCH EFFECT FROM COUNSEL OF
      RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE ISSUER PRIOR TO SUCH
      OFFER, SALE, PLEDGE OR TRANSFER.” 

	  	
       

	  	
      For Non-U.S. purchasers: 

	  	
       

		
      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.
      

	  	
       

		
      Purchasers are advised to consult with their own legal
      counsel or advisors to determine the resale restrictions that may be
      applicable to them. 








	Subscription Agreement (with related
      appendices, schedules and forms) 	Page 5 of 18 


GENERAL PROVISIONS 

1. DEFINITIONS 

1.1 In the Subscription Agreement (including the first (cover)
page, the Terms on pages 3 and 4, these General Provisions and the other
schedules, questionnaires and appendices incorporated by reference), the
following words have the following meanings unless otherwise indicated: 

	 	(a) 	
      “1933 Act” means the United States Securities Act
      of 1933, as amended;

	 	 	 
	 	(b) 	
      “Applicable Legislation” means the Securities
      Legislation Applicable to the Issuer (as defined on page 8) and all
      legislation incorporated in the definition of this term in other parts of
      the Subscription Agreement, together with the regulations and rules made
      and promulgated under that legislation and all administrative policy
      statements, blanket orders and rulings, notices and other administrative
      directions issued by the Commissions;

	 	 	 
	 	(c) 	
      “Closing” means the completion of the sale and
      purchase of the Purchased Securities;

	 	 	 
	 	(d) 	
      “Closing Date” means the date on which the Closing
      occurs, which shall be on or before December 30 , 2013, or on such other
      date determined by the Issuer in its discretion;

	 	 	 
	 	(e) 	
      “Closing Year” means the calendar year in which
      the Closing takes place;

	 	 	 
	 	(f) 	
      “Commissions” means the Commissions with
      Jurisdiction over the Issuer (as defined below) and the securities
      commissions incorporated in the definition of this term in other parts of
      the Subscription Agreement;

	 	 	 
	 	(g) 	
      “Final Closing” means the last Closing under the
      Private Placement;

	 	 	 
	 	(h) 	
      “General Provisions” means those portions of the
      Subscription Agreement headed “General Provisions” and contained on
      pages 5 to 10;

	 	 	 
	 	(i) 	
      “Private Placement” means the offering of the
      Shares on the terms and conditions of this Subscription
  Agreement;

	 	 	 
	 	(j) 	
      “Purchased Securities” has the meaning assigned in
      the Terms;

	 	 	 
	 	(k) 	
      “Regulatory Authorities” means the
    Commissions;

	 	 	 
	 	(l) 	
      “Securities” has the meaning assigned in the
      Terms;

	 	 	 
	 	(m) 	
      “Subscription Agreement” means the first (cover)
      page, the Terms on pages 3 to 4, the General Provisions and the other
      schedules and appendices incorporated by reference; and

	 	 	 
	 	(n) 	
      “Terms” means those portions of the Subscription
      Agreement headed “Terms” and contained on pages 3 to
4.



1.2 In the Subscription Agreement, the following terms have the
meanings defined in Regulation S under the 1933 Act: “Directed Selling
Efforts”, “Foreign Issuer”, “Offshore”, “Substantial
U.S. Market Interest”, “U.S. Person” and “United
States”. 

1.3 In the Subscription Agreement, unless otherwise specified,
currencies are indicated in U.S. dollars. 

1.4 In the Subscription Agreement, other words and phrases that
are capitalized have the meanings assigned to them in the body hereof. 





	Subscription Agreement (with related
      appendices, schedules and forms) 	Page 6 of 18 


2. ACKNOWLEDGMENTS, REPRESENTATIONS AND
WARRANTIES OF PURCHASER 

2.1 Acknowledgments concerning offering 

The Purchaser acknowledges that: 

	 	(a) 	
      the Securities have not been registered under the 1933
      Act, or under any state securities or "blue sky" laws of any state of the
      United States, and are being offered only in a transaction not involving
      any public offering within the meaning of the 1933 Act, and, unless so
      registered, may not be offered or sold in the United States or to U.S.
      Persons (as defined herein), except pursuant to an effective registration
      statement under the 1933 Act, or pursuant to an exemption from, or in a
      transaction not subject to, the registration requirements of the 1933 Act,
      and in each case only in accordance with applicable state securities
      laws;

	 	 	 
	 	(b) 	
      the Issuer will refuse to register any transfer of the
      Securities 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, or in a transaction not subject
      to, the registration requirements of the 1933 Act;

	 	 	 
	 	(c) 	
      the Issuer has not undertaken, and will have no
      obligation, to register any of the Securities under the 1933
Act;

	 	 	 
	 	(d) 	
      the decision to execute this Subscription Agreement and
      purchase 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 Issuer and such decision is based entirely upon a review
      of information (the "Issuer Information") which has been provided
      by the Issuer to the Purchaser. If the Issuer has presented a business
      plan or any other type of corporate profile to the Purchaser, the
      Purchaser acknowledges that the business plan, the corporate profile and
      any projections or predictions contained in any such documents may not be
      achieved or be achievable;

	 	 	 
	 	(e) 	
      the Purchaser and the Purchaser's advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Issuer regarding the Offering, and to obtain additional information, to
      the extent possessed or obtainable without unreasonable effort or expense,
      necessary to verify the accuracy of the information contained in the
      Issuer Information, or any business plan, corporate profile or any other
      document provided to the Purchaser;

	 	 	 
	 	(f) 	
      the books and records of the Issuer were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Purchaser during reasonable business hours at its
      principal place of business and that all documents, records and books
      pertaining to this Offering have been made available for inspection by the
      Purchaser, the Purchaser's attorney and/or advisor(s);

	 	 	 
	 	(g) 	
      by execution hereof the Purchaser has waived the need for
      the Issuer to communicate its acceptance of the purchase of the Shares
      pursuant to this Subscription Agreement;

	 	 	 
	 	(h) 	
      the Issuer is entitled to rely on the representations and
      warranties and the statements and answers of the Purchaser contained in
      this Subscription Agreement and in the Questionnaire, and the Purchaser
      will hold harmless the Issuer from any loss or damage it may suffer as a
      result of the Purchaser's failure to correctly complete this Subscription
      Agreement or the Questionnaire;

	 	 	 
	 	(i) 	
      the Purchaser will indemnify and hold harmless the Issuer
      and, where applicable, its respective directors, officers, employees,
      agents, advisors and shareholders from and against any and all loss,
      liability, claim, damage and expense whatsoever (including, but not
      limited to, any and all fees, costs and expenses whatsoever reasonably
      incurred in investigating, preparing or defending against any claim,
      lawsuit, administrative proceeding or investigation whether commenced or
      threatened) arising out of or based upon any representation or warranty of
      the Purchaser contained herein, the Questionnaire or in any other document
      furnished by the Purchaser to the Issuer in connection herewith, being
      untrue in any material respect or any breach or failure by the
      Purchaser to comply with any covenant or agreement made by the
    Purchaser to the Issuer in connection therewith;








	Subscription Agreement (with related
      appendices, schedules and forms) 	Page 7 of 18 



	 	(j) 	
      the issuance and sale of the Shares to the Purchaser will
      not be completed if it would be unlawful or if, in the discretion of the
      Issuer acting reasonably, it is not in the best interests of the
      Issuer;

	 	 	 
	 	(k) 	
      the Purchaser has been advised to consult its 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 Issuer is in any way
      responsible) for compliance with applicable resale restrictions;

	 	 	 
	 	(l) 	
      the Securities are not listed on any stock exchange or
      automated dealer quotation system and no representation has been made to
      the Purchaser that any of the Securities will become listed on any stock
      exchange or automated dealer quotation system;

	 	 	 
	 	(m) 	
      neither the SEC nor any other securities commission or
      similar regulatory authority has reviewed or passed on the merits of the
      Securities ;

	 	 	 
	 	(n) 	
      no documents in connection with this Offering have been
      reviewed by the SEC or any state securities administrators;

	 	 	 
	 	(o) 	
      there is no government or other insurance covering any of
      the Securities; and

	 	 	 
	 	(p) 	
      this Subscription Agreement is not enforceable by the
      Purchaser unless it has been accepted by the Issuer, and the Purchaser
      acknowledges and agrees that the Issuer reserves the right to reject any
      Subscription for any reason.



2.2 Representations by the Purchaser 

The Purchaser represents and warrants to the Issuer that, as at
the Agreement Date and at the Closing: 

	 	(a) 	
      the Purchaser is resident at the address indicated on
      page 2 hereof;

	 	 	 
	 	(b) 	
      the Purchaser has received and carefully read this
      Subscription Agreement;

	 	 	 
	 	(c) 	
      the Purchaser 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 Purchaser is a corporation, it is
      duly incorporated and validly subsisting under the laws of its
      jurisdiction of incorporation and all necessary approvals by its
      directors, shareholders and others have been obtained to authorize
      execution and performance of this Subscription Agreement on behalf of the
      Purchaser;

	 	 	 
	 	(d) 	
      the Purchaser (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, and can afford the complete loss of such
      investment;

	 	 	 
	 	(e) 	
      the Purchaser is aware that an investment in the Issuer
      is speculative and involves certain risks, including the possible loss of
      the investment;

	 	 	 
	 	(f) 	
      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, if applicable, the
      constating documents of, the Purchaser, or of any agreement, written or
      oral, to which the Purchaser may be a party or by which the Purchaser is
      or may be bound;

	 	 	 
	 	(g) 	
      the Purchaser has duly executed and delivered this
      Subscription Agreement and it constitutes a valid and binding agreement of
      the Purchaser enforceable against the
Purchaser;








	Subscription Agreement (with related
      appendices, schedules and forms) 	Page 8 of 18 



	 	(h) 	
      the Purchaser has the requisite knowledge and experience
      in financial and business matters as to be capable of evaluating the
      merits and risks of the investment in the Shares and the Issuer, and the
      Purchaser is providing evidence of such knowledge and experience in these
      matters through the information requested in the Questionnaire;

	 	 	 	 
	 	(i) 	
      the Purchaser understands and agrees that the Issuer and
      others will rely upon the truth and accuracy of the acknowledgments,
      representations and agreements contained in this Subscription Agreement,
      and agrees that if any of such acknowledgements, representations and
      agreements are no longer accurate or have been breached, the Purchaser
      shall promptly notify the Issuer;

	 	 	 	 
	 	(j) 	
      all information contained in the Questionnaire is
      complete and accurate and may be relied upon by the Issuer, and the
      Purchaser will notify the Issuer immediately of any material change in any
      such information occurring prior to the Closing of the purchase of the
      Securities;

	 	 	 	 
	 	(k) 	
      the Purchaser is purchasing the Shares for its own
      account for investment purposes only and not for the account of any other
      person and not for distribution, assignment or resale to others, and no
      other person has a direct or indirect beneficial interest is such Shares,
      and the Purchaser has not subdivided his interest in the Shares with any
      other person;

	 	 	 	 
	 	(l) 	
      the Purchaser is not an underwriter of, or dealer in, the
      common shares of the Issuer, nor is the Purchaser participating, pursuant
      to a contractual agreement or otherwise, in the distribution of the
      Securities;

	 	 	 	 
	 	(m) 	
      the Purchaser has made an independent examination and
      investigation of an investment in the Shares and the Issuer and has
      depended on the advice of its legal and financial advisors and agrees that
      the Issuer will not be responsible in anyway whatsoever for the
      Purchaser's decision to invest in the Shares and the Issuer;

	 	 	 	 
	 	(n) 	
      if the Purchaser is acquiring the Shares as a fiduciary
      or agent for one or more investor accounts, the investor accounts for
      which the Purchaser acts as a fiduciary or agent satisfy the definition of
      an "Accredited Investor", as the term is defined under Regulation D of the
      1933 Act;

	 	 	 	 
	 	(o) 	
      if the Purchaser is acquiring the Shares as a fiduciary
      or agent for one or more investor accounts, the Purchaser has sole
      investment discretion with respect to each such account, and the Purchaser
      has full power to make the foregoing acknowledgements, representations and
      agreements on behalf of such account;

	 	 	 	 
	 	(p) 	
      the Purchaser 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; and

	 	 	 	 
	 	(q) 	
      no person has made to the Purchaser any written or oral
      representations:

	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase any of the
      Securities;

	 	 	 	 
	 		(ii) 	
      that any person will refund the purchase price of any of
      the Securities;

	 	 	 	 
	 		(iii) 	
      as to the future price or value of any of the Securities;
      or

	 	 	 	 
	 		(iv) 	
      that any of the Securities will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Securities of the
      Issuer on any stock exchange or automated dealer quotation
  system.








	Subscription Agreement (with related
      appendices, schedules and forms) 	Page 9 of 18 


2.3 Reliance, indemnity and notification of changes 

The representations and warranties in the Subscription
Agreement (including the first (cover) page, the Terms, the General Provisions
and the other schedules and appendices incorporated by reference) are made by
the Purchaser with the intent that they be relied upon by the Issuer in
determining its suitability as a purchaser of Purchased Securities, and the
Purchaser hereby agrees to indemnify the Issuer against all losses, claims,
costs, expenses and damages or liabilities which any of them may suffer or incur
as a result of reliance thereon. The Purchaser undertakes to notify the Issuer
immediately of any change in any representation, warranty or other information
relating to the Purchaser set forth in the Subscription Agreement (including the
first (cover) page, the Terms, the General Provisions and the other schedules
and appendices incorporated by reference) which takes place prior to the
Closing. 

2.4 Survival of representations and warranties 

The representations and warranties contained in this Section
will survive the Closing. 

3. ISSUER’S ACCEPTANCE 

The Subscription Agreement, when executed by the Purchaser, and
delivered to the Issuer, will constitute a subscription for Shares which will
not be binding on the Issuer until accepted by the Issuer by executing the
Subscription Agreement in the space provided on the face page(s) of the
Agreement and, notwithstanding the Agreement Date, if the Issuer accepts the
subscription by the Purchaser, the Subscription Agreement will be entered into
on the date of such execution by the Issuer. 

4. CLOSING 

4.1 On or before the end of the business day before the Closing
Date, the Purchaser will deliver to the Issuer the Subscription Agreement and
all applicable schedules and required forms, duly executed, and payment in full
for the total price of the Purchased Securities to be purchased by the
Purchaser. 

4.2 At Closing, the Issuer will deliver to the Purchaser the
certificates representing the Purchased Securities purchased by the Purchaser
registered in the name of the Purchaser or its nominee, or as directed by the
Purchaser.

5. MISCELLANEOUS 

5.1 The Purchaser agrees to sell, assign or transfer the
Securities only in accordance with the requirements of applicable securities
laws and any legends placed on the Securities as contemplated by the
Subscription Agreement. 

5.2 The Purchaser hereby authorizes the Issuer to correct any
minor errors in, or complete any minor information missing from any part of the
Subscription Agreement and any other schedules, forms, certificates or documents
executed by the Purchaser and delivered to the Issuer in connection with the
Private Placement. 

5.3 The Issuer may rely on delivery by fax machine of an
executed copy of this subscription, and acceptance by the Issuer of such faxed
copy will be equally effective to create a valid and binding agreement between
the Purchaser and the Issuer in accordance with the terms of the Subscription
Agreement. 

5.4 Without limitation, this subscription and the transactions
contemplated by this Subscription Agreement are conditional upon and subject to
the Issuer’s having obtained such regulatory approval of this subscription and
the transactions contemplated by this Subscription Agreement as the Issuer
considers necessary. 

5.5 This Subscription Agreement is not assignable or
transferable by either party hereto without the express written consent of the
other party to this Subscription Agreement. 

5.6 Time is of the essence of this Subscription Agreement. 

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





	Subscription Agreement (with related
      appendices, schedules and forms) 	Page 10 of 18 


5.8 The parties to this Subscription Agreement may amend this
Subscription Agreement only in writing. 

5.9 This Subscription Agreement enures to the benefit of and is
binding upon the parties to this Subscription Agreement and their successors and
permitted assigns. 

5.10 A party to this Subscription Agreement will give all
notices to or other written communications with the other party to this
Subscription Agreement concerning this Subscription Agreement by hand or by
registered mail addressed to the address given on page 2. 

5.11 This Subscription Agreement is to be read with all changes
in gender or number as required by the context. 

5.12 This Subscription Agreement will be governed by and
construed in accordance with the internal laws of Texas, USA (without reference
to its rules governing the choice or conflict of laws), and the parties hereto
irrevocably attorn and submit to the exclusive jurisdiction of the courts of
Texas with respect to any dispute related to this Subscription Agreement. 

End of General Provisions 





	Subscription Agreement (with related
      appendices, schedules and forms) 	Page 11 of 18 


UNITED STATES 
ACCREDITED INVESTOR QUESTIONNAIRE


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

This Questionnaire is for use by each Purchaser who is a U.S.
person (as that term is defined Regulation S of the United States Securities Act
of 1933 (the “1933 Act”)) and has indicated an interest in purchasing Shares of
the Issuer. The purpose of this Questionnaire is to assure the Issuer that each
Purchaser will meet the standards imposed by the 1933 Act and the appropriate
exemptions of applicable state securities laws. The Issuer will rely on the
information contained in this Questionnaire for the purposes of such
determination. The Securities will not be registered under the 1933 Act in
reliance upon the exemption from registration afforded by Section 3(b) and/or
Section 4(2) and Regulation D of the 1933 Act. This Questionnaire is not an
offer of the Securities or any other securities of the Issuer in any state other
than those specifically authorized by the Issuer. 

All information contained in this Questionnaire will be treated
as confidential. However, by signing and returning this Questionnaire, each
Purchaser agrees that, if necessary, this Questionnaire may be presented to such
parties as the Issuer deems appropriate to establish the availability, under the
1933 Act or applicable state securities law, of exemption from registration in
connection with the sale of the Securities hereunder. 

The Purchaser covenants, represents and warrants to the Issuer
that it satisfies one or more of the categories of “Accredited Investors”, as
defined by Regulation D promulgated under the 1933 Act, as indicated below:
(Please initial in the space provide those categories, if any, of an “Accredited
Investor” which the Purchaser satisfies.) 

	_____ Category 1 	
      An organization described in Section 501(c)(3) of the
      United States Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust or partnership, not formed for the specific purpose
      of acquiring the Securities, with total assets in excess of US $5,000,000.
      

	  	
       

	_____ Category 2 	
      A natural person whose individual net worth, or joint net
      worth with that person’s spouse (excluding their primary residence), on
      the date of purchase exceeds US $1,000,000. 

	  	
       

	_____ Category 3 	
      A natural person who had an individual income in excess
      of US $200,000 in each of the two most recent years or joint income with
      that person’s spouse in excess of US $360,000 in each of those years and
      has a reasonable expectation of reaching the same income level in the
      current year. 

	  	
       

	_____ Category 4 	
      A “bank” as defined under Section (3)(a)(2) of the 1933
      Act or savings and loan association or other institution as defined in
      Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary
      capacity; a broker dealer registered pursuant to Section 15 of the
      Securities Exchange Act of 1934 (United States); an insurance
      Issuer as defined in Section 2(13) of the 1933 Act; an investment Issuer
      registered under the Investment Issuer Act of 1940 (United
      States) or a business development Issuer as defined in Section 2(a)(48) of
      such Act; a Small Business Investment Issuer licensed by the U.S. Small
      Business Administration under Section 361(c) or (d) of the Small
      Business Investment Act of 1958 (United States); a plan with
      total assets in excess of $5,000,000 established and maintained by a
      state, a political subdivision thereof, or an agency or instrumentality of
      a state or a political subdivision thereof, for the benefit of its
      employees; an employee benefit plan within the meaning of the Employee
      Retirement Income Security Act of 1974 (United States) whose
      investment decisions are made by a plan fiduciary, as defined in Section
      3(21) of such Act, which is either a bank, savings and loan association,
      insurance Issuer or registered investment adviser, or if the employee
      benefit plan has total assets in excess of $5,000,000, or, if a
      self-directed plan, whose investment decisions are made solely by persons
      that are accredited investors. 

	  	
       

	_____ Category 5 	
      A private business development Issuer as defined in
      Section 202(a)(22) of the Investment Advisers Act of 1940
      (United States). 








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 12 of 18 



	_____ Category 6 	
      A director or executive officer of the Issuer. 

	  	
      

	_____ Category 7 	
      A trust with total assets in excess of $5,000,000, not
      formed for the specific purpose of acquiring the Securities, whose
      purchase is directed by a sophisticated person as described in Rule
      506(b)(2)(ii) under the 1933 Act. 

	  	
      

	_____ Category 8 	
      An entity in which all of the equity owners satisfy the
      requirements of one or more of the foregoing categories.





	
      Note that prospective Purchaser claiming to satisfy one
      of the above categories of Accredited Investor may be required to supply
      the Issuer with a balance sheet, prior years’ federal income tax returns
      or other appropriate documentation to verify and substantiate the
      Purchaser’s status as an Accredited Investor. 

	
      

	
      If the Purchaser is an entity which initialled Category 8
      in reliance upon the Accredited Investor categories above, state the name,
      address, total personal income from all sources for the previous calendar
      year, and the net worth (exclusive of home, home furnishings and personal
      automobiles) for each equity owner of the said entity:
  
 



Purchaser’s Acknowledgments. The Purchaser
acknowledges and agrees (on its own behalf and, if applicable, on behalf of each
beneficial purchaser for whom the Purchaser is contracting hereunder) with the
Issuer, the U.S. Affiliates and the Agents (which acknowledgements and
agreements shall survive the Closing) that: 

	 	(a) 	
      no agency, governmental authority, regulatory body, stock
      exchange or other entity has made any finding or determination as to the
      merit for investment of, nor have any such agencies or governmental
      authorities, regulatory bodies, stock exchanges or other entities made any
      recommendation or endorsement with respect to, the Securities;

	 	 	 
	 	(b) 	
      the sale and delivery of the Securities is conditional
      upon such sale being exempt from the prospectus filing and registration
      requirements, and being exempt from the requirement to deliver an offering
      memorandum in connection with the distribution of the Securities under the
      applicable securities laws or upon the issuance of such orders, consents
      or approvals as may be required to permit such sale without the
      requirement of filing a prospectus or registration statement;

	 	 	 
	 	(c) 	
      none of the Securities have been or will be registered
      under the 1933 Act or the securities laws of any state and the Securities
      may not be offered or sold, directly or indirectly, in the United States
      to, or for the account or benefit of, a U.S. Person or a person in the
      United States unless registered under the 1933 Act and the securities laws
      of all applicable states or unless an exemption from such registration
      requirements is available, and the Issuer has no obligation or present
      intention of filing a registration statement under the U.S. Securities Act
      in respect of any of the Securities ;

	 	 	 
	 	(d) 	
      the Purchaser may not offer, sell or transfer the
      Securities within the United States or to, or for the account or benefit
      of, a U.S. Person, unless the Securities are registered under the 1933 Act
      and the securities laws of all applicable states or an exemption from such
      registration requirements is available;

	 	 	 
	 	(e) 	
      the acquisition of the Securities has not been made
      through or as a result of any “general solicitation or general
      advertising” (as such terms are used in Rule 502(c) of Regulation D) the
      distribution of the Securities has not been accompanied by any
      advertisement, including, without limitation, in printed public media,
      radio, television or telecommunications, including electronic display, or
      as part of a general solicitation;

	 	 	 
	 	(f) 	
      the certificates evidencing the Securities will bear a
      legend, and the certificates evidencing the Warrant Shares may bear a
      legend, regarding restrictions on transfer as required pursuant to
      applicable Securities Laws, including applicable federal and state
      securities laws of the United States;








	Subscription Agreement (with related
      appendices, schedules and forms) 	Page 13 of 18 



	 	(g) 	
      the Issuer is relying on an exemption from the
      requirements to provide the Purchaser with a prospectus or registration
      statement and to sell securities through a person or Issuer registered to
      sell securities under the securities laws or other applicable securities
      legislation and, as a consequence of acquiring Securities pursuant to this
      exemption, certain protections, rights and remedies provided by the
      securities laws or other applicable securities legislation including
      statutory rights of rescission or damages, will not be available to the
      Purchaser; and

	 	 	 	 
	 	(h) 	
      no person has made to the Purchaser any written or oral
      representations:

	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase the Securities
      ;

	 	 	 	 
	 		(ii) 	
      that any person will refund the purchase price of the
      Securities ; or

	 	 	 	 
	 		(iii) 	
      as to the future price or value of any of the Securities.



Representations, Warranties and Covenants. The
Purchaser hereby represents and warrants to, and covenants with the Issuer which
representations, warranties and covenants shall survive the Closing, that as at
the execution date of certificate and the Closing Date: 

	 	(a) 	
      it acknowledges that the Issuer has not filed a
      prospectus or registration statement with any of the securities regulators
      or any other securities commission or similar authority in connection with
      the distribution of the Securities and that:

	 	 	 	 
	 		(i) 	
      the Purchaser is restricted from using most of the civil
      remedies available under the applicable securities laws;

	 	 	 	 
	 		(ii) 	
      the Purchaser may not receive information that would
      otherwise be required to be provided to him under the applicable
      securities laws;

	 	 	 	 
	 		(iii) 	
      the Purchaser is relieved from certain obligations that
      it would otherwise be required to give if it provided a prospectus or
      registration statement under the applicable securities laws; and

	 	 	 	 
	 		(iv) 	
      the issuance and sale of the Securities to the Purchaser
      is subject to the sale being exempt from the prospectus and registration
      requirements of the applicable securities laws.

	 	 	 	 
	 	(b) 	
      the Purchaser further acknowledges that:

	 	 	 	 
	 		(i) 	
      no securities commission or similar regulatory authority
      has reviewed or passed on the merits of the Securities;

	 	 	 	 
	 		(ii) 	
      there is no government or other insurance covering the
      Securities;

	 	 	 	 
	 		(iii) 	
      there are risks associated with the purchase of the
      Securities; and

	 	 	 	 
	 		(iv) 	
      there are restrictions on the Purchaser’s (or beneficial
      purchaser’s, if applicable) ability to re-sell the Securities and it is
      the responsibility of the Purchaser to find out what those restrictions
      are and to comply with them before selling the Securities.

	 	 	 	 
	 	(c) 	
      If required by applicable Securities Laws, and any other
      applicable law the Purchaser will execute, deliver, file and otherwise
      assist the Issuer in filing such reports, undertakings and other documents
      with respect to the issuance of the Securities as may be
  required.

	 	 	 	 
	 	(d) 	
      The Purchaser understands that the Securities are
      restricted securities (as defined in Rule 144 under the 1933 Act) and
      agrees that if it decides to offer, sell or otherwise transfer the
      Securities, it will not offer, sell or otherwise transfer any of such
      securities directly or indirectly, unless:

	 	 	 	 
	 		(i) 	
      the transfer is to the
Issuer;








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 14 of 18 



	 	(ii) 	
      The transfer is outside the United States in a
      transaction meeting the requirements of Rule 904 of Regulation S under the
      1933 Act (“Regulation S”) and in compliance with applicable local
      laws and regulations of the jurisdiction(s) in which such sale is
    made;

	 	 	 
	 	(iii) 	
      the transfer is made pursuant to the exemption from the
      registration requirements under the 1933 Act provided by Rule 144
      thereunder, if available, and in accordance with applicable state
      securities laws; or

	 	 	 
	 	(iv) 	
      the Securities are transferred in a transaction that does
      not require registration under the 1933 Act or any applicable state
      securities laws, and the Purchaser has prior to such sale furnished to the
      Issuer an opinion of counsel of recognized standing or other evidence of
      exemption, in either case reasonably satisfactory to the
  Issuer.




	 	(e) 	
      The Purchaser understands and acknowledges that upon the
      issuance thereof, and until such time as the same is no longer required
      under the applicable requirements of the 1933 Act or applicable U.S. state
      securities laws and regulations, the certificates representing the
      Securities, and all securities issued in exchange therefore or in
      substitution thereof, will bear a legend in substantially the following
      form:



“THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “1933 ACT”). THESE SECURITIES MAY BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE 1933 ACT OR: (A) TO THE ISSUER, (B) OUTSIDE THE UNITED
STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT, (C) IN
COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE 1933
ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS, OR (D) WITH THE PRIOR CONSENT OF THE ISSUER,
IN A TRANSACTION T HAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY
APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS FURNISHED TO THE ISSUER AN
OPINION TO SUCH EFFECT FROM COUNSEL OF RECOGNIZED STANDING REASONABLY
SATISFACTORY TO THE ISSUER PRIOR TO SUCH OFFER, SALE, PLEDGE OR TRANSFER.” 

The Purchaser hereby certifies that the information contained
in this Questionnaire is complete and accurate and the Purchaser will notify the
Issuer promptly of any change in any such information. If this Questionnaire is
being completed on behalf of a corporation, partnership, trust or estate, the
person executing on behalf of the Purchaser represents that it has the authority
to execute and deliver this Questionnaire on behalf of such entity. 

IN WITNESS WHEREOF, the undersigned has executed this
Questionnaire as of the _______ day of __________________, 2013. 

	If a Corporation,
      Partnership or Other Entity: 

 	 	If an
      Individual: 
	Print of Type Name
      of Entity 

 	 	Signature 
	Signature of
      Authorized Signatory 

 	 	Print
      or Type Name 
	Type of Entity 	 	Social Security/Tax I.D. No.








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 15 of 18 


NATIONAL INSTRUMENT 45-106 CANADIAN
ACCREDITED INVESTOR
QUESTIONNAIRE 

In addition to the representations, warranties acknowledgments
and agreements contained in the subscription to which this Certificate for
Exemption is attached, the Subscriber, for itself or on behalf of any Disclosed
Principal, as applicable, hereby represents, warrants and certifies to the
Issuer that the Subscriber or the Disclosed Principal, as applicable, is
purchasing the securities set out in the subscription as principal, that it is
resident in the jurisdiction set out on the Acceptance Page of the subscription
and: [check all appropriate boxes] 

Category 1: Accredited Investor 

The Subscriber or the Disclosed Principal, as applicable, is:


	[   ]	(a) 	
      a Canadian financial institution, or a Schedule III
      bank;

	 	 	 
	[   ]	(b) 	
      the Business Development Bank of Canada incorporated
      under the Business Development Bank of Canada Act;

	 	 	 
	[   ]	(c) 	
      a subsidiary of any person referred to in paragraphs (a)
      or (b), if the person owns all of the voting securities of the subsidiary,
      except the voting securities required by law to be owned by directors of
      that subsidiary;

	 	 	 
	[   ]	(d) 	
      a person registered under the securities legislation of a
      jurisdiction of Canada, as an adviser or dealer, other than a person
      registered solely as a limited market dealer under one or both of the
      Securities Act (Ontario), or the Securities Act
      (Newfoundland and Labrador);

	 	 	 
	[   ]	(e) 	
      an individual registered or formerly registered under the
      securities legislation of a jurisdiction of Canada as a representative of
      a person referred to in paragraph (d);

	 	 	 
	[   ]	(f) 	
      the Government of Canada or a jurisdiction of Canada, or
      any crown corporation, agency or wholly owned entity of the Government of
      Canada or a jurisdiction of Canada;

	 	 	 
	[   ]	(g) 	
      a municipality, public board or commission in Canada and
      a metropolitan commSharey, school board, the Comité de gestion de la taxe
      scolaire de l'île de Montréal or an intermunicipal management board in
      Québec;

	 	 	 
	[   ]	(h) 	
      any national, federal, state, provincial, territorial or
      municipal government of or in any foreign jurisdiction, or any agency of
      that government;

	 	 	 
	[   ]	(i) 	
      a pension fund that is regulated by either the Office of
      the Superintendent of Financial Institutions (Canada) or a pension
      commission or similar regulatory authority of a jurisdiction of
    Canada;

	 	 	 
	[   ]	(j) 	
      an individual who, either alone or with a spouse,
      beneficially owns, directly or indirectly, financial assets having an
      aggregate realizable value that before taxes, but net of any related
      liabilities, exceeds Cdn$1,000,000;

	 	 	 
	[   ]	(k) 	
      an individual whose net income before taxes exceeded
      Cdn$200,000 in each of the two most recent calendar years or whose net
      income before taxes combined with that of a spouse exceeded Cdn$300,000 in
      each of the two most recent calendar years and who, in either case,
      reasonably expects to exceed that net income level in the current calendar
      year;

	 	 	 
	[   ]	(l) 	
      an individual who, either alone or with a spouse, has net
      assets of at least Cdn$5,000,000;

	 	 	 
	[   ]	(m) 	
      a person, other than an individual or investment fund,
      that has net assets of at least Cdn$5,000,000 as shown on its most
      recently prepared financial statements;








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 16 of 18 



	[   ]	(n) 	
      an investment fund that distributes or has distributed
      its securities only to:

	 	 	 	 
	 		(i) 	
      a person that is or was an accredited investor at the
      time of the distribution;

	 	 	 	 
	 		(ii) 	
      a person that acquires or acquired securities in the
      circumstances referred to in sections 2.10 and 2.19 of NI 45-106,
  or

	 	 	 	 
	 		(iii) 	
      a person described in paragraph (i) or (ii) that acquires
      or acquired securities under section 2.18 of NI 45-106;

	 	 	 	 
	[   ]	(o) 	
      an investment fund that distributes or has distributed
      securities under a prospectus in a jurisdiction of Canada for which the
      regulator or, in Quebec, the securities regulatory authority, has issued a
      receipt;

	 	 	 	 
	[   ]	(p) 	
      a trust Issuer or trust corporation registered or
      authorized to carry on business under the Trust and Loan Companies Act
      (Canada) or under comparable legislation in a jurisdiction of Canada
      or a foreign jurisdiction, acting on behalf of a fully managed account
      managed by the trust Issuer or trust corporation, as the case may
    be;

	 	 	 	 
	[   ]	(q) 	
      a person acting on behalf of a fully managed account
      managed by that person, if that person:

	 	 	 	 
	 		(i) 	
      is registered or authorized to carry on business as an
      adviser or the equivalent under the securities legislation of a
      jurisdiction of Canada or a foreign jurisdiction; and

	 	 	 	 
	 		(ii) 	
      in Ontario, is purchasing a security that is not a
      security of an investment fund;

	 	 	 	 
	[   ]	(r) 	
      a registered charity under the Income Tax Act
      (Canada) that, in regard to the trade, has obtained advice from an
      eligibility adviser or an adviser registered under the securities
      legislation of the jurisdiction of the registered charity to give advice
      on the securities being traded;

	 	 	 	 
	[   ]	(s) 	
      an entity organized in a foreign jurisdiction that is
      analogous to any of the entities referred to in paragraphs (a) to (d) or
      paragraph (i) in form and function;

	 	 	 	 
	[   ]	(t) 	
      a person in respect of which all of the owner of
      interests, direct, indirect or beneficial, except the voting securities
      required by law to be owned by directors, are persons that are accredited
      investors;

	 	 	 	 
	[   ]	(u) 	
      an investment fund that is advised by a person registered
      as an adviser or a person that is exempt from registration as an adviser,
      or

	 	 	 	 
	[   ]	(v) 	
      a person that is recognized or designated by the
      securities regulatory authority or, except in Ontario and Quebec, the
      regulator as:

	 	 	 	 
	 		(i) 	
      an accredited investor; or

	 	 	 	 
	 		(ii) 	
      an exempt purchaser in Alberta or British Columbia after
      NI 45-106 comes into force.



Definitions: 

"Canadian financial institution" means 

	 	(a) 	
      an association governed by the Cooperative Credit
      Associations Act (Canada) or a central cooperative credit society for
      which an order has been made under section 473(1) of that Act,
or

	 	 	 
	 	(b) 	
      a bank, loan corporation, trust Issuer, trust
      corporation, insurance Issuer, treasury branch, credit union, caisse
      populaire, financial services cooperative, or league that, in each case,
      is authorized by an enactment of Canada or a jurisdiction of Canada to
      carry on business in Canada or a jurisdiction of
Canada;



"EVCC" means an employee venture capital corporation
that does not have a restricted constitution, and is registered under Part 2 of
the Employee Investment Act (British Columbia), R.S.B.C. 1996 c. 112, and
whose business objective is making multiple investments; 





	Subscription Agreement (with related
      appendices, schedules and forms) 	Page 17 of 18 


"financial assets" means

	 	(a) 	
      cash,

	 	 	 
	 	(b) 	
      securities, or

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



"fully managed account" means an account of a client for
which a person makes the investment decisions if that person has full discretion
to trade in securities for the account without requiring the client's express
consent to a transaction; 

"investment fund" means a mutual fund or a
non-redeemable investment fund, and, for greater certainty in British Columbia,
includes an EVCC and a VCC; 

"person" includes 

	 	(a) 	
      an individual,

	 	 	 
	 	(b) 	
      a corporation,

	 	 	 
	 	(c) 	
      a partnership, trust, fund and an association, syndicate,
      organization or other organized group of persons, whether incorporated or
      not, and

	 	 	 
	 	(d) 	
      an individual or other person in that person's capacity
      as a trustee, executor, administrator or personal or other legal
      representative;



"related liabilities" means 

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

	 	 	 
	 	(b) 	
      liabilities that are secured by financial
  assets;



"Schedule III bank" means an authorized foreign bank
named in Schedule III of the Bank Act (Canada); 

"spouse" means, an individual who, 

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

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

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



"subsidiary" means in issuer that is controlled directly
or indirectly by another issuer and includes a subsidiary of that subsidiary;


"VCC" means a venture capital corporation registered
under Part 1 of the Small Business Venture Capital Act (British Columbia),
R.S.B.C. 1996 c. 429, whose business objective is making multiple investments.


The representations, warranties, statements and certification
made in this Certificate are true and accurate as of the date of this
Certificate and will be true and accurate as of the Closing. If any such
representation, warranty, statement or certification becomes untrue or
inaccurate prior to the Closing, the Subscriber shall give the Issuer immediate
written notice thereof. 





	Subscription Agreement (with related
      appendices, schedules and forms) 	Page 18 of 18 


The Subscriber acknowledges and agrees that the Issuer will and
can rely on this Certificate in connection with the Subscriber's Subscription
Agreement. 

EXECUTED by the Subscriber at ______________________ this _____
day of _______________, 2013. 

	If a
      corporation, partnership or other entity: 

 	 	If
      an individual: 
	Print Name of
      Subscriber/Disclosed Principal 

 	 	Print Name of Subscriber/Disclosed Principal 
	Signature of
      Authorized Signatory 

 	 	Signature 
	Name and
      Position of Authorized Signatory 

 	 	Representative Capacity, if applicable



Jurisdiction of Residence of
Subscriber/Disclosed

 

End of Subscription Agreement