SUBSCRIPTION
AGREEMENT

     

    Epic
Energy Resources, Inc.

    1450 Lake
Robbins Drive, Suite 160

    The
Woodlands, Texas 77380

    Attention:
Mike Kinney

    


    Ladies
and Gentlemen:

     

    1.           Subscription.

     

    (a)           The
undersigned (“Subscriber”) hereby
subscribes to purchase the number of shares (the “Shares”) of Series A
Convertible Preferred Stock (“Series A Preferred
Stock”) set forth on the signature page hereto, of Epic Energy Resources,
Inc., a Colorado corporation (the “Company”).

     

    (b)           The
offering of Series A Preferred Stock by the Company pursuant to this
Subscription Agreement is available only to an “accredited investor,” as defined
in Rule 501 of Regulation D (“Rule 501”) under the
Securities Act of 1933, as amended (the “Securities
Act”).

     

    2.           Closing.

     

    (a)           Upon
(i) acceptance of this Subscription Agreement by the Company and its receipt of
the funds from Subscriber specified herein, (ii) Subscriber’s compliance with
all terms and provisions of this Subscription Agreement and (iii) the
satisfaction of the terms and conditions set forth herein, the Company shall
issue to Subscriber a share certificate representing the Shares.

     

    (b)           Within
20 days of the consummation of the transaction, the Company will mail to the
Subscriber a certificate representing the Shares acquired by the
Subscriber.

     

    3.           Applicable
Documents.  Subscriber acknowledges receipt of the following
documents in addition to this Subscription Agreement:

     

    (a)           the
confidential private placement memorandum of the Company dated as of March 13,
2010 (the “Private
Placement Memorandum”), and

     

    (b)           the
Amendment to the Articles of Incorporation for the Series A Preferred
Stock.

     

    4.           Deliveries by
Subscriber.  Subscriber hereby delivers to the
Company:

     

    (a)           a
check, wire receipt confirmation or other form of immediately available funds,
made payable to the order of the Company or directed to an account specified by
the Company, in the amount set forth on the signature page hereto, in payment
for the right to be issued the Series A Preferred Stock subscribed for
hereunder;

     

    (b)           a
completed and executed Appendix A to the
Subscription Agreement; and


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    (c)           this
executed Subscription Agreement.

     

    5.           Conditions to
Closing.  The obligation of the Company to consummate the
transactions shall be subject to the satisfaction or waiver of the following
conditions:

     

    (a)           the
holders of the Company’s Series C warrants tender, and do not withdraw, 100% of
the Company’s outstanding Series C warrants, as contemplated by the confidential
private placement memorandum;

     

    (b)           the
holders of the Company’s Series D warrants tender, and do not withdraw, 100% of
the Company’s outstanding Series D warrants, as contemplated by the confidential
private placement memorandum;

     

    (c)           the
Company’s sale of a minimum of 3,500,000 shares of the Company’s Series A
Preferred Stock, as contemplated in the confidential private placement
memorandum;

     

    (d)           holders
of at least 90% of the outstanding principal amount of the Company’s 10% Secured
Debentures with a maturity date of December 5, 2012, execute the Waiver and
Amendment to Debentures and the Amendment to Securities Purchase Agreement, as
contemplated by the confidential private placement memorandum; and

     

    (e)           the
exchange by Company’s management of deferred compensation for prior periods and
a permanent reduction of their 2010 base salaries for 1,000,000 shares of the
Company’s Series A Preferred Stock, as contemplated in the confidential private
placement memorandum.

     

    6.           Representations, Warranties and Covenants of
Subscriber.  Subscriber hereby represents, warrants and
covenants to the Company and its representatives as follows:

     

    (a)           Subscriber
has full power and authority to execute and deliver this Subscription Agreement
and to perform its obligations hereunder and such actions, if applicable, have
been duly authorized by all requisite action, corporate, partnership or
otherwise.

     

    (b)           The
execution and delivery by Subscriber of this Subscription Agreement and the
performance by Subscriber of its obligations hereunder do not and will not
violate any provision of law, any order of any court or other agency of
government, and do not and will not result in a material breach of or constitute
(with due notice or lapse of time or both) a material default under any
provision of any indenture, agreement or other instrument to which Subscriber,
or any of its properties or assets, is bound.

     

    (c)           This
Subscription Agreement has been duly executed and delivered by Subscriber and,
upon acceptance and execution by the Company, will constitute the legal, valid
and binding obligation of Subscriber, enforceable in accordance with its
terms.

     

    (d)           Subscriber
is (i) a citizen of the United States and is at least 21 years of age or (ii) a
corporation or other legal entity formed and duly organized under the laws of
the United States or a state thereof, and the offer to purchase the Shares was
made and accepted by the Subscriber in the United States.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    (e)           Subscriber
is an “accredited investor,” as defined in Rule 501 under the Securities Act,
and the certifications made, and information furnished, by Subscriber in Appendix A attached
hereto in connection with this subscription are true and complete.

     

    (f)           The
acquisition of the Shares by Subscriber is for Subscriber’s own account, is for
investment purposes only, and is not with a view to, nor for offer or sale in
connection with, the distribution of the Shares.  Subscriber is not
participating, does not have a participation in, and does not contemplate any
participation in such distribution or the underwriting of any such
distribution.

     

    (g)           Subscriber
has no present intention of selling or otherwise disposing of the Shares in
violation of the Securities Act or other applicable securities laws of any
state.

     

    (h)           Subscriber
is able to bear the economic risk of the investment in the Company for an
indefinite period of time.  Subscriber understands that the Series A
Preferred Stock being offered hereunder has not been registered under the
Securities Act or the securities laws of any state and, therefore, cannot be
sold unless such Series A Preferred Stock is subsequently registered under the
Securities Act and any applicable securities laws of any state or exemptions
from registration thereunder are available.  Subscriber further
understands that only the Company can take action to register the Series A
Preferred Stock which the Company has agreed to do pursuant to that certain
Registration Rights Agreement dated the date hereof.

     

    (i)           
Subscriber has such knowledge and experience in financial, investing and
business matters as to be capable of evaluating the risks and merits of this
investment in the Company and protecting Subscriber’s interests in connection
with such investment.

     

    (j)           
If Subscriber is a corporation, trust, partnership or other organization,
Subscriber is not an “investment company,” as defined in Section 3(a) of the
Investment Company Act of 1940, as amended (the “Investment Company
Act”), or an entity that would be an “investment company” but for the
exception provided for in Section 3(c)(1) or Section 3(c)(7) of the Investment
Company Act.

     

    (k)           Subscriber
confirms that it understands and has fully considered for purposes of this
investment (i) that the Shares being offered are speculative investments which
involve a high degree of risk of loss by Subscriber of its entire investment
therein, and (ii) that there are substantial restrictions on the transferability
of, and there will be no public market for, the Shares and accordingly, it may
not be possible for Subscriber to liquidate its investment in the
Company.

     

    (l)          
 Subscriber is aware that no federal or state governmental authority has
made any finding or determination as to the fairness of an investment in the
Company, or any recommendation or endorsement with respect thereto.

     

    (m)          The
funds provided to the Company for Subscriber’s payment are either separate
property or community property over which Subscriber has the right of control or
are otherwise funds as to which Subscriber has the sole right of
management.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    (n)           Subscriber
was not contacted by the Company or its representatives for the purpose of
investing in any securities of the Company offered hereby through any
advertisement, article, mass mailing, cold call, notice or any other
communication published in any newspaper, magazine, or similar media or
broadcast over television or radio, or any seminar or meeting whose attendees
were invited by any general advertising.

     

    (o)           Subscriber
understands that the Shares are being offered and sold to it in reliance upon
specific exemptions from the registration requirements of the Securities Act and
state securities laws, and that the Company is relying upon the truth and
accuracy of, and the Subscriber’s compliance with, the representations,
warranties, agreements, acknowledgements and understandings of the Subscriber
set forth herein and in Appendix A attached
hereto, in order to determine the availability of such exemptions and the
eligibility of the Subscriber to acquire the Shares.

     

    (p)           Subscriber
confirms that, in making Subscriber’s decision to purchase the Shares hereby
subscribed for, Subscriber has relied solely upon independent investigations
made by Subscriber or Subscriber’s representative(s), including Subscriber’s own
professional tax and other advisers and that Subscriber and such representatives
have had access to and an opportunity to inspect all relevant information
relating to the Company (including all documents referenced herein) sufficient
to enable Subscriber to evaluate the merits and risks of Subscriber’s purchase
of the Shares hereunder.

     

    (q)           Subscriber
has had the opportunity to ask questions of officers of the Company and has
received satisfactory answers respecting, and has obtained such additional
information as Subscriber has desired regarding the business, financial
condition and affairs of the Company.

     

    (r)           Subscriber
is not acquiring the Shares with a view to realizing any benefits under the
United States federal income tax laws with respect to Subscriber’s share of any
losses or expenses of the Company, and no representations have been made to
Subscriber that any such benefits will be available as a result of Subscriber’s
acquisition, ownership or disposition of the Shares.

     

    (s)           All
information that Subscriber has supplied to the Company or its representatives
or agents, including the information herein and in Appendix A attached
hereto, in connection with the determination of whether to accept Subscriber’s
subscription, is true and complete.

     

    7.           Representations, Warranties
and Covenants of the Company.  The Company represents, warrants and
covenants to Subscriber as follows:

     

    (a)           The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Colorado and is duly licensed or qualified to
transact business as a foreign corporation and is in good standing in each
jurisdiction in which the nature of the business transacted by it or the
character of the properties owned or leased by it requires such licensing or
qualification, except where the failure to be so licensed or qualified would not
reasonably be expected to have a material adverse effect on the business,
condition (financial or otherwise) or assets of the Company.  The
Company has full power and authority, corporate or otherwise, to own and hold
its properties and to carry on its business as now conducted and as proposed to
be conducted, to execute, deliver and perform this Subscription Agreement and
all other documents required to complete the subscription hereunder and to
issue, sell and deliver the Shares.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    (b)           The
execution and delivery of this Subscription Agreement and the performance by the
Company of its obligations hereunder, including the issuance of any Series A
Preferred Stock pursuant hereto, has been duly authorized by all requisite
action, corporate or otherwise, and do not and will not violate any provision of
law, any order of any court or other agency of government or the Articles of
Incorporation or Bylaws of the Company, as may be amended to date, and do not
and will not result in a material breach of or constitute (with due notice or
lapse of time or both) a material default under any provision of any indenture,
agreement or other instrument to which the Company, or any of its properties or
assets, is bound.

     

    (c)           The
issuance, sale or delivery of the Series A Preferred Stock is not subject to any
preemptive or antidilutive right of the equity holders of the Company or any
other party or to any right of first refusal or other right in favor of any
person that has not been waived except for the antidilution provisions
applicable to the Company’s Series C Warrants and Series D Warrants as set forth
in the Private Placement Memorandum.

     

    (d)           Upon
acceptance by the Company, this Subscription Agreement shall be duly executed
and delivered by the Company and shall constitute the legal, valid and binding
obligation of the Company enforceable in accordance with its terms. Upon
issuance, the Series A Preferred Stock issued hereunder will be duly authorized,
validly issued, fully paid and non-assessable, except as such non-assessability
may be affected by the Colorado Business Corporation Act.

     

    (e)           There
is no action, suit, proceeding at law or in equity, arbitration or
administrative or other proceeding pending, or to the Company’s knowledge
threatened, against or affecting the Company or any of their properties or
rights which would reasonably be expected to have a material adverse effect on
the Company’s business, condition (financial or otherwise) or
assets.

     

    8.           Transfer
Restrictions.

     

    (a)           Subscriber
agrees that it will not sell or otherwise dispose of the Shares unless such sale
or other disposition has been registered or is exempt from registration under
the Securities Act and has been registered or qualified or is exempt from
registration or qualification under applicable securities laws of any state.
Subscriber agrees that, prior to selling or otherwise disposing of any of the
Shares pursuant to an exemption under the Securities Act, the Company may
require an opinion of counsel selected by the Company, the form and substance of
which opinion shall be reasonably satisfactory to the Company, to the effect
that such sale or disposition does not require registration of such Shares under
the Securities Act.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    (b)           The
Subscriber hereby covenants with the Company not to make any sale of the Shares
under the Registration Statement without complying with the provisions of this
Agreement and without effectively causing the prospectus delivery requirement
under the Securities Act to be satisfied (whether physically or through
compliance with Rule 172 under the Securities Act or any similar rule), and the
Subscriber acknowledges and agrees that such Shares are not transferable on the
books of the Company unless the certificate submitted to the transfer agent
evidencing the Shares is accompanied by a separate Subscriber’s Certificate of
Subsequent Sale: (i) in the form of Appendix B hereto,
(ii) executed by an officer of, or other authorized person designated by, the
Subscriber, and (iii) to the effect that (A) the Shares have been sold in
accordance with the Registration Statement, the Securities Act, and any
applicable state securities or Blue Sky laws, and (B) the prospectus delivery
requirement effectively has been satisfied.  The Subscriber
acknowledges that there may occasionally be times when the Company must suspend
the use of the prospectus (the “Prospectus”) forming
a part of the Registration Statement (a “Suspension”) until
such time as an amendment to the Registration Statement has been filed by the
Company and declared effective by the Commission, or until such time as the
Company has filed an appropriate report with the Commission pursuant to the
Exchange Act.  Without the Company’s prior written consent, which
consent shall not unreasonably be withheld or delayed, the Subscriber shall not
use any written materials to offer the Shares for resale other than the
Prospectus, including any “free writing prospectus” as defined in Rule 405 under
the Securities Act.  The Subscriber covenants that it will not sell
any Shares pursuant to said Prospectus during the period commencing at the time
when the Company gives the Subscriber written notice of the suspension of the
use of said Prospectus and ending at the time when the Company gives the
Subscriber written notice that the Subscriber may thereafter effect sales
pursuant to said Prospectus.  Notwithstanding the foregoing, the
Company agrees that no Suspension shall be for a period of longer than 60
consecutive days, and no Suspension shall be for a period longer than 120 days
in the aggregate in any 12 month period.  The Subscriber further
covenants to notify the Company promptly of the sale of all of its Shares. The
term “Registration
Statement” shall include any preliminary prospectus, final prospectus,
free writing prospectus, exhibit, supplement, or amendment included in or
relating to, and any document incorporated by reference in, the Registration
Statement.  At any time that the Subscriber is an affiliate of the
Company, any resale of the Shares that purports to be effected under Rule 144
shall comply with all of the requirements of such rule, including the “manner of
sale” requirements set forth in Rule 144(f).

     

    (c)           The
Subscriber understands that, until such time as the Registration Statement has
been declared effective or the Shares may be sold pursuant to Rule 144 under the
Securities Act without any restriction as to the number of securities as of a
particular date that can then be immediately sold, the Shares will bear a
restrictive legend in substantially the following form:

     

    “THE
SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS
OF ANY STATE OR OTHER JURISDICTION.  THE SHARES MAY NOT BE OFFERED,
SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT, OR (2) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH
ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER
JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS
THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT
THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND
SUCH OTHER APPLICABLE LAWS.”


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    (d)           The
Company agrees that following such time as the legend referred to in Section
8(c) is no longer required, it will, no later than ten trading days following
the delivery by a Subscriber to the Company or the Transfer Agent of a
certificate representing the Shares, as the case may be, issued with a
restrictive legend, deliver or cause to be delivered to such Subscriber a
certificate representing such shares that is free from all restrictive and other
legends.  The Company shall cause legal counsel to issue an opinion to the
Transfer Agent promptly if the Transfer Agent conditions the removal of the
legend on receipt of such an opinion. The Transfer Agent and any applicable
broker shall each be instructed not to recognize any transfer by a Subscriber
that does not comply with this Agreement.

     

    (e)           Subscriber
acknowledges and agrees that it has received material nonpublic information in
connection with the transactions contemplated by this Agreement and that it will
not sell or otherwise dispose of any of the Shares unless such material
nonpublic information has been publicly disclosed or no longer constitutes
material nonpublic information.

     

    9.           Authorization of Common
Stock.  The Company shall use its reasonable best efforts to
take all action necessary in accordance with applicable law and the Articles of
Incorporation and Bylaws to duly call and hold a meeting of the Company’s
stockholders (the “Company Meeting”) for
the purpose of considering and voting upon a proposal to amend the Articles of
Incorporation to increase the number of shares of Common Stock authorized for
issuance by the Company to a number of shares sufficient to satisfy the
requirements of the Company, which shall be no less 250,000,000 shares of Common
Stock (the “Proposed
Share Increase”).  The Company shall take all commercially
reasonable action necessary to hold the Company Meeting on or prior to June 1,
2010, including complying with the Exchange Act.  The Company shall
not require any vote greater than a majority of the outstanding shares of
capital stock of the Company entitled to vote thereon, and a majority of the
outstanding stock of each class entitled to vote thereon as a class, for
approval of the Proposed Share Increase.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    10.           Limited Conversion of
Shares.  Notwithstanding anything herein to the contrary, the
Company shall not effect any conversion of the Shares, and a Subscriber shall
not have the right to convert any portion of the Shares, to the extent that,
after giving effect to the conversion set forth on the applicable notice of
conversion, such Subscriber (together with such Subscriber’s Affiliates, and any
Persons acting as a group together with such Subscriber or any of such
Subscriber’s Affiliates) would beneficially own in excess of the Beneficial
Ownership Limitation (as defined below).  For purposes of the
foregoing sentence, the number of shares of Common Stock beneficially owned by
such Subscriber and its Affiliates shall include the number of shares of Common
Stock issuable upon conversion of the Shares with respect to which such
determination is being made, but shall exclude the number of shares of Common
Stock which are issuable upon (i) conversion of the remaining, unconverted
Shares beneficially owned by such Subscriber or any of its Affiliates and (ii)
exercise or conversion of the unexercised or unconverted portion of any other
securities of the Company  subject to a limitation on conversion or
exercise analogous to the limitation contained herein (including, without
limitation, the Shares) beneficially owned by such Subscriber or any of its
Affiliates.  Except as set forth in the preceding sentence, for
purposes of this Section 10, beneficial ownership shall be calculated in
accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder.  To the extent that the limitation contained
in this Section 10 applies, the determination of whether the Shares is
convertible (in relation to other securities owned by such Subscriber together
with any Affiliates) and of how many shares of Shares are convertible shall be
in the sole discretion of such Subscriber, exercised in good faith, and the
submission of a notice of conversion shall be deemed to be such Subscriber ’s
determination of whether the Shares may be converted (in relation to other
securities owned by such Subscriber together with any Affiliates) and how many
Shares are convertible, in each case subject to the Beneficial Ownership
Limitation. To ensure compliance with this restriction, each Subscriber will be
deemed to represent to the Company each time it delivers a notice of conversion
that has not violated the restrictions set forth in this paragraph and the
Company shall have no obligation to verify or confirm the accuracy of such
determination.  In addition, a determination as to any group status as
contemplated above shall be determined in accordance with Section 13(d) of the
Exchange Act and the rules and regulations promulgated
thereunder.  For purposes of this Section 10, in determining the
number of outstanding shares of Common Stock, a Subscriber may rely on the
number of outstanding shares of Common Stock as stated in the most recent of the
following: (i) the Company’s most recent periodic or annual report filed with
the Securities and Exchange Commission, as the case may be, (ii) a more recent
public announcement by the Company or (iii) a more recent written notice by the
Company or its transfer agent setting forth the number of shares of Common Stock
outstanding.  Upon the written or oral request of a Subscriber, the
Company shall within two business days confirm orally and in writing to such
Subscriber the number of shares of Common Stock then outstanding.  In
any case, the number of outstanding shares of Common Stock shall be determined
after giving effect to the conversion or exercise of securities of the Company,
including the Shares, by such Subscriber or its Affiliates since the date as of
which such number of outstanding shares of Common Stock was reported. The
“Beneficial Ownership Limitation” shall be 9.9% of the number of shares of the
Common Stock outstanding immediately after giving effect to the issuance of
Common Stock issuable upon conversion of Shares held by the applicable
Subscriber.  A Subscriber, upon not less than 61 days’ prior notice to
the Company, may increase or decrease the Beneficial Ownership Limitation
provisions of this Section 10 applicable to its Shares provided that the
Beneficial Ownership Limitation in no event exceeds 9.9% of the number of shares
of the Common Stock outstanding immediately after giving effect to the issuance
of Common Stock upon conversion of this Shares held by the Subscriber and the
provisions of this Section 10 shall continue to apply.  Any such
increase or decrease will not be effective until the 61st day after such notice
is delivered to the Company and shall only apply to such Subscriber and no other
Subscriber.  The provisions of this paragraph shall be construed and
implemented in a manner otherwise than in strict conformity with the terms of
this Section 10 to correct this paragraph (or any portion hereof) which may be
defective or inconsistent with the intended Beneficial Ownership Limitation
contained herein or to make changes or supplements necessary or desirable to
properly give effect to such limitation.  The limitations contained in
this paragraph shall apply to a successor Subscriber of Shares.

     

    11.           Indemnification.  Subscriber recognizes that the offer and sale of Series
A Preferred Stock to Subscriber will be based on the representations,
warranties, covenants and agreements made by Subscriber herein and on the
certifications made, and information furnished, by Subscriber in Appendix A attached
hereto.  Subscriber hereby agrees to indemnify and hold harmless the
Company and its directors, members, officers, employees, consultants,
representatives and agents against and from any and all causes of action,
charges, claims, damages, demands, liabilities, losses, obligations, penalties
and other recoveries and any and all related costs and expenses (including,
without limitation, reasonable attorneys’ fees) arising, directly or indirectly,
from:


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    (a)           any
material breach by Subscriber of the representations, warranties or covenants
made by Subscriber herein or in Appendix A attached
hereto;

     

    (b)           any
material omission of fact by Subscriber herein or in Appendix A attached
hereto; or

     

    (c)           any
resale or other distribution of Series A Preferred Stock by Subscriber in
violation of the Securities Act or any securities laws of any applicable state
or foreign jurisdiction.

     

    12.           Revocation.  Subscriber
acknowledges that upon delivery of this Subscription Agreement to the Company,
it may not cancel, terminate or revoke this Subscription Agreement or any
agreement of the Subscriber made hereunder and that this Subscription Agreement
shall survive the death or disability of the Subscriber (as applicable) and
shall be binding upon the Subscriber’s heirs, executors, administrators, legal
representatives, successors and assigns, as applicable.

     

    13.           Survival.  All
representations, certifications, warranties, understandings, covenants,
agreements and furnished information contained in this Subscription Agreement
(including, without limitation, the indemnification provisions hereof) and in
Appendix A attached hereto shall
survive the acceptance of this Subscription Agreement by the Company, the
issuance and delivery of the Shares to Subscriber and the liquidation,
dissolution or termination (as applicable) of Subscriber.

     

    14.           Governing
Law.  This Subscription Agreement shall be governed by,
construed under, and enforced in accordance with the laws of the State of Texas,
without regard to its conflict of laws rules.

     

    15.           Execution in
Counterparts.  This Subscription Agreement may be executed in
multiple counterparts each of which shall be deemed an original and all of which
shall constitute one instrument.

     

    16.           Further
Assurances.  In connection with this Subscription Agreement and
the transactions contemplated hereby, Subscriber shall execute and deliver any
additional documents and instruments and perform any additional acts that may be
necessary or appropriate to effectuate and perform the provisions of this
Subscription Agreement and those transactions.

     

    17.           Severability.  If any
provision of the Subscription Agreement is rendered or declared illegal or
unenforceable by reason of any existing or subsequently enacted legislation or
by decree of a court of last resort, the Company and Subscriber shall promptly
meet and negotiate substitute provisions for those rendered or declared illegal
or unenforceable and amend this Subscription Agreement accordingly, but all of
the remaining provisions of this Subscription Agreement shall remain in full
force and effect.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    18.           Entire
Agreement.  This Subscription Agreement and the documents
referenced herein constitute the entire agreement among the parties with respect
to the subject matter hereof and supersede all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof.  Each party to this Agreement agrees that (a)
no other party to this Subscription Agreement (including their respective agents
and representatives) has made any representation, warranty, covenant or
agreement to or with such party relating to this Subscription Agreement, the
documents referenced herein, the Company or the Series A Preferred Stock offered
hereunder, other than those expressly set forth in the Subscription Agreement
and the documents referenced herein, and (b) such party has not relied upon any
representation, warranty, covenant or agreement relating to this Subscription
Agreement, the documents referenced herein, the Company or the Series A
Preferred Stock offered hereunder, other than those referred to in clause (a)
above.

     

    19.           Construction
and Captions.  Unless the context requires otherwise: (a) any
pronoun used in this Subscription Agreement shall include the corresponding
masculine, feminine or neuter forms, and the singular form of nouns, pronouns
and verbs shall include the plural and vice versa; and (b) the term “include” or
“includes” means includes, without limitation, and “including” means including,
without limitation.  The section headings appearing herein are
inserted for convenience of reference only and are not intended to be a part of
or to affect the meaning or interpretation of this Subscription
Agreement.

     

    [SIGNATURE
PAGE FOLLOWS]


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    EPIC
ENERGY RESOURCES, INC.

    SIGNATURE
PAGE

     

    IN
WITNESS WHEREOF, the undersigned has executed this signature page evidencing its
subscription to purchase the Shares in the Company, and has completed Appendix
A, attached hereto.


     

    
      
        
          
            
              
                	
                        Number
      of Shares subscribed:

                      	 
      
	 
      	 
      
	
                        ____________
      Series A Preferred Stock

                      	
                        Signature:

                      	 
      
	 
      	 
      	 
      
	 
      	
                        Print
      Name:

                      	 
      
	
                        Price
      Per Share:  $1.00

                      	 
      
	 
      	 
      
	
                        Total
      Price:  $_______________________

                      	 
      


              

            

          

        

      

    

    


    NOTE:  PLEASE
DO NOT DATE THIS AGREEMENT AS IT WILL BE DATED IF AND WHEN ACCEPTED BY THE
COMPANY.

    


    IN
WITNESS WHEREOF, the Company has agreed to and accepted this Subscription
Agreement subject to the terms and conditions hereof as of the day and year set
forth below.

     

    Date:   ___________________,
2010:

     

    
      
        
          	 
      	
                  EPIC
      ENERGY RESOURCES, INC.

                
	 
      	 
      
	 
      	
                  By:     

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Appendix
A

    


    CERTIFICATION
OF STATUS AS AN ACCREDITED INVESTOR

    


    Subscriber,
a party to the Subscription Agreement (the “Subscription
Agreement”) between Epic Energy Resources, Inc. (the “Company”) and
Subscriber, hereby certifies, pursuant to Section 6(e) of the Subscription
Agreement, as set forth below.  Terms not otherwise defined herein
shall have the meanings given to such terms in the Subscription
Agreement.

    


    Subscriber
is an “Accredited Investor,” as defined in Rule 501 of the Securities
Act.  Subscriber meets each of the following “Accredited Investor”
categories marked with an “X”:

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          _____

                                        	
                                          i.

                                        	
                                          a
      bank as defined in Section 3(a)(2) of the Securities Act, or a savings and
      loan association or other institution as defined in Section 3(a)(5)(A) of
      the Securities Act, whether acting in its individual or fiduciary
      capacity;

                                        
	 	 	 
	
                                          _____

                                        	
                                          ii.

                                        	
                                          a
      broker or dealer registered pursuant to Section 15 of the Securities
      Exchange Act of 1934, as amended;

                                        
	 	 	 
	
                                          _____

                                        	
                                          iii.

                                        	
                                          an
      insurance company as defined in Section 2(13) of the Securities
      Act;

                                        
	 	 	 
	
                                          _____

                                        	
                                          iv.

                                        	
                                          an
      investment company registered under the Investment Company
      Act;

                                        
	 	 	 
	
                                          _____

                                        	
                                          v.

                                        	
                                          a
      business development company as defined in Section 2(a)(48) of the
      Investment Company Act;

                                        
	 	 	 
	
                                          _____

                                        	
                                          vi.

                                        	
                                          a
      Small Business Investment Company licensed by the U.S. Small Business
      Administration under Section 301(c) or (d) of the Small Business
      Investment Act of 1958, as amended;

                                        
	 	 	 
	
                                          _____

                                        	
                                          vii.

                                        	
                                          a
      plan established and maintained by a state, its political subdivisions, or
      any agency or instrumentality of a state or its political subdivisions,
      for the benefit of its employees, if such plan has total assets in excess
      of $5,000,000;

                                        
	 	 	 
	
                                          _____

                                        	
                                          viii.

                                        	
                                          an
      employee benefit plan within the meaning of Title I of the Employee
      Retirement Income Security Act of 1974, as amended (“ERISA”), if
      either

                                        
	 	 	 
	
                                          _____

                                        	 
      	
                                          (a)

                                        	
                                          the
      investment decision is made by a plan fiduciary, as defined in Section
      3(21) of ERISA, which is either a bank, savings and loan association,
      insurance company or registered investment adviser,

                                        
	 	 	 	 
	
                                          _____

                                        	 
      	
                                          (b)

                                        	
                                          the
      employee benefit plan has total assets in excess of $5,000,000,
      or

                                        
	 	 	 	 
	
                                          _____

                                        	 
      	
                                          (c)

                                        	
                                          the
      plan is a self-directed plan with investment decisions made solely by
      persons that are Accredited
Investors;

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      _____

                                    	
                                      ix.

                                    	
                                      a
      private business development company as defined in Section 202(a)(22) of
      the Investment Advisers Act of 1940, as amended;

                                    
	 	 	 
	
                                      _____

                                    	
                                      x.

                                    	
                                      an
      organization described in Section 501(c)(3) of the Internal Revenue Code
      of 1986, as amended, corporation, Massachusetts or similar business trust,
      or partnership not formed for the specific purpose of making an investment
      in the Partnership, with total assets in excess of
    $5,000,000;

                                    
	 	 	 
	
                                      _____

                                    	
                                      xi.

                                    	
                                      a
      director, executive officer, or general partner of the issuer of the
      interests being offered or sold, or a director or executive officer of
      that issuer;

                                    
	 	 	 
	
                                      _____

                                    	
                                      xii.

                                    	
                                      a
      natural person whose individual net worth, or joint net worth with his or
      her spouse, at the time of his or her purchase exceeds
      $1,000,000;

                                    
	 	 	 
	
                                      _____

                                    	
                                      xiii.

                                    	
                                      a
      natural person who has an individual income in excess of $200,000 in each
      of the two most recent years or joint income1 with that person’s
      spouse in excess of $300,000 in each of those years and has a reasonable
      expectation of reaching the same income level in the current
      year;

                                    
	 	 	 
	
                                      _____

                                    	
                                      xiv.

                                    	
                                      a
      trust, with total assets in excess of $5,000,000, not formed for the
      specific purpose of making an investment in the Company whose purchase of
      the Shares offered is directed by a sophisticated person as described in
      Rule 506(b)(2)(ii) of Regulation D; or

                                    
	 	 	 
	
                                      _____

                                    	
                                      xv.

                                    	
                                      an
      entity in which all of the equity owners are Accredited
      Investors.

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      


    
      1           For
purposes of this item, “joint income” means adjusted gross income as reported
for U.S. Federal income tax purposes, including any income attributable to a spouse or
to property owned by a spouse, increased by the following amounts (including any
amounts attributable to a spouse or to property owned by a
spouse):  (i) the amount of any interest income received which is
tax-exempt under Section 103 of the Code, (ii) the amount of losses claimed
as a limited partner in a limited partnership (as reported on Schedule E of
Form 1040), (iii) any deduction claimed for depletion under Section 611 et
seq. of the Code, and (iv) any amount by which income from long-term capital
gains has been reduced in arriving at adjusted gross income pursuant to the
provisions of Section 1202 of the Code prior to its repeal by the Tax
Reform Act of 1986.

    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    Appendix
B

    [Transfer
Agent]

    [Address]

     

    Attention:

     

    SUBSCRIBER
’S CERTIFICATE OF SUBSEQUENT SALE

     

    The
undersigned, [an officer of, or other person duly authorized by]
________________________________________________ hereby certifies [fill in
official name of individual or institution] that he/she [said institution] is
the Subscriber of the shares evidenced by the attached certificate, and as such,
sold such shares on ___________________________in accordance with the terms of
the [date] Purchase Agreement and in accordance with Registration Statement
number ______________________________________________________ [fill in the
number of or otherwise identify Registration Statement] or otherwise in
accordance with the Securities Act of 1933, as amended, and, in the case of a
transfer pursuant to the Registration Statement, the requirement of delivering a
current prospectus by the Company has been complied with in connection with such
sale.

     

    Print or
Type:

     

    Name of
Subscriber

    (Individual
or

    Institution):
____________________________________

     

    Name of
Individual

    representing
Subscriber

    (if an
Institution) ____________________________________

     

    Title of
Individual

    representing
Subscriber

    (if an
Institution):

    Signature
by: ____________________________________

     

    Individual
Subscriber or

    Individual
representing

    Subscriber
: ____________________________________

    Purchase
Agreement


    
      
         


      

      
        4