Eden Energy Corp.: Exhibit 10.1 - Filed by newsfilecorp.com






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

SUBSCRIPTION AGREEMENT – DEBT SETTLEMENT
(Offshore
Subscribers)

	TO: 	EDEN ENERGY CORP. 
	  	(the “Company”) 


Purchase of Shares

WHEREAS:

A.          
[NAME] (the “Subscriber”) wishes to subscribe for [SHARES] shares of
common stock in the capital stock of the Company (the “Shares”), at a deemed
price of $[PRICE] per Share, for an aggregate cost of $[COST]

B.          
The Company is indebted to the the Subscriber in the amount of $[DEBT]
(the "Indebtedness”) and accrued interest; 

C.          
In lieu of receiving cash as payment of $[COST] of the Indebtedness and accrued
and unpaid interest, the Subscriber has agreed to accept the Shares as payment
of $[COST] of the Indebtedness and accrued and unpaid interest pursuant to the
terms and conditions set forth in this Agreement; and

D.          
In lieu of receiving cash in payment of the Subscription Proceeds, the Company
is willing to apply the Indebtedness in payment of the Subscription
Proceeds.

NOW THEREFORE THIS AGREEMENT witnesses that, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

1.      
      Subscription

1.1          
On the basis of the representations and warranties and subject to the terms and
conditions set forth herein and, as applicable, in the Canadian Questionnaire
attached hereto incorporated herein as Appendix I, the Subscriber hereby
irrevocably subscribes for and agrees to purchase [SHARES] shares (collectively,
the “Shares” or the “Securities”) of the Company’s common stock
(the “Common Stock”), par value US$0.001 at a purchase price per Share of $[PRICE] (the subscription and agreement to
purchase being the “Subscription”), for an aggregate purchase price of
$[COST] (the “Subscription Proceeds”).




- 2 -

1.2          
On the basis of the representations and warranties and subject to the terms and
conditions set forth herein, the Company hereby irrevocably agrees to sell the
Shares to the Subscriber.

1.3          
Subject to the terms hereof, the Subscription will be effective upon its
acceptance by the Company.

2.            
Payment

2.1          
The Company acknowledges that:

	 	(a) 	
      the balance currently due from the Company to the
      Subscriber pursuant to the Indebtedness is an aggregate amount of $[DEBT]
      (the “Indebtedness”) and accrued interest; and

	 	 	 
	 	(b) 	
      the Company and the Subscriber agree to apply $[COST] of
      the Indebtedness and any accrued and unpaid interest in payment of the
      Subscription Proceeds and, upon delivery of a signed copy of this
      Subscription Agreement to the Subscriber together with a certificate
      evidencing the Shares registered as provided in this Subscription
      Agreement (the “Share Certificate”), the Indebtedness shall be
      fully paid (and the date of repayment shall be the date that the Share
      Certificate is issued).



3.            
Release

3.1          
The Subscriber hereby agrees that upon delivery of the Shares by the Company in
accordance with the provisions of this Agreement, $[COST] of the Indebtedness
and any accrued and unpaid interest will be fully satisfied and extinguished,
and the Subscriber will remise, release and forever discharge the Company and
its respective directors, officers, employees, successors, solicitors, agents
and assigns from any and all obligations relating to that portion of the
Indebtedness and any accrued and unpaid interest.

4.           
 Documents Required from Subscriber

4.1          
The Subscriber must complete, sign and return to the Company prior to the
Closing Date: 

	 	(a) 	
      one executed copy of this Subscription Agreement,
      including the Canadian Questionnaire attached as Schedule A; and

	 	 	 
	 	(b) 	
      if the Subscriber has been or will be, for the purposes
      of the Income Tax Act, Canada, a resident of Canada within a twelve month
      period of the Closing Date, one completed and executed copy of the
      Canadian Questionnaire in the form attached as Appendix
  1.



4.2          
The Subscriber shall complete, sign and return to the Company without undue
delay, on request by the Company, any additional documents, questionnaires,
notices and undertakings as may be required by regulatory authorities, the OTC
Bulletin Board and applicable law.

5.            
Closing

5.1          
The sale of the Shares shall be completed (the “Closing”) at such date as
the parties may agree upon (the “Closing Date”).

6.            
Acknowledgements of Subscriber

6.1          
The Subscriber acknowledges and agrees that:




- 3 -

	 	(a) 	
      none of the Securities have been or will be registered
      under the 1933 Act, or under any state securities or “blue sky” laws of
      any state of the United States, and, unless so registered, may not be
      offered or sold in the United States or, directly or indirectly, to U.S.
      Persons, as that term is defined in Regulation S under the 1933 Act
      (“Regulation S”), except in accordance with the provisions of
      Regulation S, pursuant to an effective registration statement under the
      1933 Act, or pursuant to an exemption from, or in a transaction not
      subject to, the registration requirements of the 1933 Act and in each case
      only in accordance with applicable state securities laws;

	 	 	 	 
	 	(b) 	
      the Company has not undertaken, and will have no
      obligation, to register any of the Securities under the 1933 Act or any
      other securities legislation;

	 	 	 	 
	 	(c) 	
      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 Company and such decision is based entirely upon a review
      of this Subscription Agreement and any public information which has been
      filed by the Company with the Securities and Exchange Commission
      (“SEC”) in compliance, or intended compliance, with applicable
      securities legislation;

	 	 	 	 
	 	(d) 	
      the Subscriber has been advised to consult the
      Subscriber’s own legal, tax and other advisors with respect to the merits
      and risks of an investment in the Securities and with respect to
      applicable resale restrictions, and it is solely responsible (and the
      Company is not in any way responsible) for compliance with:

	 	 	 	 
	 		(i) 	
      any applicable laws of the jurisdiction in which the
      Subscriber is resident in connection with the distribution of the
      Securities hereunder, and

	 	 	 	 
	 		(ii) 	
      applicable resale restrictions;

	 	 	 	 
	 	(e) 	
      none of the Securities are listed on any stock exchange
      or automated dealer quotation system and no representation has been made
      to the Subscriber that any of the Securities will become listed on any
      stock exchange or automated dealer quotation system, except that currently
      certain market makers make market in the common shares of the Company on
      the OTC Bulletin Board operated by the Financial Industry Regulatory
      Authority (“FINRA”);

	 	 	 	 
	 	(f) 	
      none of the Securities may be offered or sold by the
      Subscriber to a U.S. Person (as defined in Section 7.2, below, or for the
      account or benefit of a U.S. Person (other than a distributor) prior to
      the end of the Distribution Compliance Period (as defined
  herein);

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

	 	 	 	 
	 	(h) 	
      no documents in connection with the sale of the Shares
      hereunder have been reviewed by the SEC or any state securities
      administrators;

	 	 	 	 
	 	(i) 	
      the Subscriber is purchasing the Securities pursuant to
      an exemption from the registration and the prospectus requirements of
      applicable securities legislation on the basis that the Subscriber is not
      a resident of United States and, as a consequence:

	 	 	 	 
	 		(i) 	
      is restricted from using most of the civil remedies
      available under U.S. securities legislation,

	 	 	 	 
	 		(ii) 	
      may not receive information that would otherwise be
      required to be provided under U.S. securities legislation,
  and







- 4 -

	 		(iii) 	
      the Company is relieved from certain obligations that
      would otherwise apply under U.S. securities legislation;

	 	 	 	 
	 	(j) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer and sale of the Securities, although in technical
      compliance with Regulation S, would not be available if the offering is
      part of a plan or scheme to evade the registration provisions of the 1933
      Act; and

	 	 	 	 
	 	(k) 	
      this Subscription Agreement is not enforceable by the
      Subscriber unless it has been accepted by the
Company.



7.           
 Representations, Warranties and Covenants of the
Subscriber

7.1          
The Subscriber hereby represents and warrants to and covenants with the Company
(which representations, warranties and covenants shall survive the Closing)
that:

	 	(a) 	
      the Subscriber is not a U.S. Person;

	 	 	 
	 	(b) 	
      the Subscriber is not acquiring the Securities for the
      account or benefit of, directly or indirectly, any U.S. Person;

	 	 	 
	 	(c) 	
      the Subscriber is resident in the jurisdiction set out
      under the heading “Name and Address of Subscriber” on the signature page
      of this Subscription Agreement and the sale of the Securities to the
      Subscriber as contemplated in this Subscription Agreement complies with or
      is exempt from the applicable securities legislation of the jurisdiction
      of residence of the Subscriber;

	 	 	 
	 	(d) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Subscription Agreement and to take all actions
      required pursuant hereto and, if the Subscriber is a 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
      Subscriber;

	 	 	 
	 	(e) 	
      if the Subscriber is a corporation or other entity, the
      entering into of this Subscription Agreement and the transactions
      contemplated hereby do not and will not result in the violation of any of
      the terms and provisions of any law applicable to, or the constating
      documents of, the Subscriber or of any agreement, written or oral, to
      which the Subscriber may be a party or by which the Subscriber is or may
      be bound;

	 	 	 
	 	(f) 	
      the Subscriber is acquiring the Securities as principal
      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
      in such Securities, and it has not subdivided its interest in the
      Securities with any other person;

	 	 	 
	 	(g) 	
      the Subscriber is outside the United States when
      receiving and executing this Subscription Agreement and is acquiring the
      Securities as principal for the Subscriber’s own account for investment
      purposes only, and not with a view to, or for, resale, distribution or
      fractionalisation thereof, in whole or in part, and no other person has a
      direct or indirect beneficial interest in the Securities;

	 	 	 
	 	(h) 	
      the Subscriber is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the entire investment and it has carefully read and considered the matters
      set forth under the heading “Risk Factors” appearing in the Company’s
      Forms 10-K, 10-Q, 8-K and any other filings filed with the
  SEC;







- 5 -

	 	(i) 	
      the Subscriber (i) has adequate net worth and means of
      providing for its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, and
      (iii) is able to bear the economic risks of an investment in the
      Securities for an indefinite period of time;

	 	 	 
	 	(j) 	
      the Subscriber is not an underwriter of, or dealer in,
      the common shares of the Company, nor is the Subscriber participating,
      pursuant to a contractual agreement or otherwise, in the distribution of
      any of the Securities;

	 	 	 
	 	(k) 	
      the Subscriber understands and agrees that none of the
      Securities have been or will be registered under the 1933 Act or under any
      state securities or “blue sky” laws of any state of the United States and,
      unless so registered, may not be offered or sold in the United States or
      directly or indirectly to U.S. Persons, except in accordance with the
      provisions of Regulation S (“Regulation “S” promulgated under the 1933
      Act, 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;

	 	 	 
	 	(l) 	
      the Subscriber understands and agrees that offers and
      sales of any of the Securities prior to the expiration of a restricted
      period after the date of original issuance of the Securities (such period
      hereinafter referred to as the “Distribution Compliance Period”)
      shall only be made in compliance with the safe harbor provisions set forth
      in Regulation S, pursuant to the registration provisions of the 1933 Act
      or an exemption therefrom, and that all offers and sales after the
      Distribution Compliance Period shall be made only in compliance with the
      registration provisions of the 1933 Act or an exemption therefrom and in
      each case only in accordance with applicable state securities
  laws;

	 	 	 
	 	(m) 	
      the Subscriber has not acquired the Securities as a
      result of, and it covenants that it will not itself engage in, any
      “directed selling efforts” (as defined in Regulation S) in the United
      States in respect of any of the Securities which would include any
      activities undertaken for the purpose of, or that could reasonably be
      expected to have the effect of, conditioning the market in the United
      States for the resale of any of the Securities; provided, however, that
      the Subscriber may sell or otherwise dispose of any of the Securities
      pursuant to registration of any of the Securities pursuant to the 1933 Act
      and any applicable state securities laws or under an exemption from such
      registration requirements and as otherwise provided herein;

	 	 	 
	 	(n) 	
      the Subscriber agrees not to engage in any hedging
      transactions involving any of the Securities unless such transactions are
      in compliance with the provisions of the 1933 Act and in each case only in
      accordance with applicable state securities laws;

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

	 	 	 
	 	(p) 	
      the Subscriber is not aware of any advertisement of any
      of the Securities and is not acquiring the Securities 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







- 6 -

	 	(q) 	
      no person has made to the Subscriber 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
      Company on any stock exchange or automated dealer quotation system, except
      that currently the Company’s common shares are quoted on the over-the-
      counter market operated by the Over-The-Counter Bulletin Board operated by
      FINRA.



7.2          
In this Subscription Agreement, the term “U.S. Person” shall have the meaning
ascribed thereto in Regulation S.

8.            
Representations and Warranties will be Relied Upon by the
Company

8.1          
The Subscriber acknowledges that the representations and warranties contained
herein are made by it with the intention that such representations and
warranties may be relied upon by the Company and its legal counsel in
determining the Subscriber’s eligibility to purchase the Securities under
applicable securities legislation. The Subscriber further agrees that by
accepting delivery of the certificates representing the Shares, it will be
representing and warranting that the representations and warranties contained
herein are true and correct as at the Closing Date with the same force and
effect as if they had been made by the Subscriber on the date of this
Subscription Agreement and that they will survive the purchase by the Subscriber
of the Shares and will continue in full force and effect notwithstanding any
subsequent disposition by the Subscriber thereof.

9.         
    Resale Restrictions

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

9.2         
  The Subscriber acknowledges that restrictions on the transfer, sale or
other subsequent disposition of the Securities by the Subscriber may be imposed
by securities laws in addition to any restrictions referred to in Section 9.1
above, and, in particular, the Subscriber acknowledges and agrees that none of
the Securities may be offered or sold to a U.S. Person or for the account or
benefit of a U.S. Person (other than a distributor) prior to the end of the
Distribution Compliance Period.

10.      
      Acknowledgement and
Waiver

10.1          
The Subscriber has acknowledged that the decision to purchase the Securities was
solely made on the basis of information available to the Subscriber on the EDGAR
database maintained by the SEC at www.sec.gov. The Subscriber hereby
waives, to the fullest extent permitted by law, any rights of withdrawal,
rescission or compensation for damages to which the Subscriber might be entitled
in connection with the distribution of the Securities.




- 7 -

11.      
      Legending of Subject
Securities

11.1          
The Subscriber hereby acknowledges that that upon the issuance thereof, and
until such time as the same is no longer required under the applicable
securities laws and regulations, the certificates representing any of the
Securities will bear a legend in substantially the following form:

“THESE SECURITIES WERE ISSUED 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”). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS
CERTIFICATE 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 IN THE
UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN)
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT 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. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.”

11.2          
The Subscriber hereby acknowledges and agrees to the Company making a notation
on its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Subscription Agreement.

12.           
 Costs

12.1          
The Subscriber acknowledges and agrees that all costs and expenses incurred by
the Subscriber (including any fees and disbursements of any special counsel
retained by the Subscriber) relating to the purchase of the Shares shall be
borne by the Subscriber.

13.           
 Governing Law

13.1          
This Subscription Agreement is governed by the laws of the Province of British
Columbia and the federal laws of the United States applicable therein.

14.            
Survival

14.1          
This Subscription Agreement, including without limitation the representations,
warranties and covenants contained herein, shall survive and continue in full
force and effect and be binding upon the parties hereto notwithstanding the
completion of the purchase of the Securities by the Subscriber pursuant
hereto.

15.            
Assignment

15.1          
This Subscription Agreement is not transferable or assignable.

16.            
Severability

16.1          
The invalidity or unenforceability of any particular provision of this
Subscription Agreement shall not affect or limit the validity or enforceability
of the remaining provisions of this Subscription Agreement.

17.            
Entire Agreement

17.1          
Except as expressly provided in this Subscription Agreement and in the
agreements, instruments and other documents contemplated or provided for herein,
this Subscription Agreement contains the entire agreement between the parties
with respect to the sale of the Securities and there are no other terms,
conditions, representations or warranties, whether expressed, implied, oral or
written, by statute or common law, by the Company or by anyone else.




- 8 -

18.            
Notices

18.1          
All notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard form of
telecommunication.

19.            
Counterparts and Electronic Means

19.1          
This Subscription Agreement may be executed in any number of counterparts, each
of which, when so executed and delivered, shall constitute an original and all
of which together shall constitute one instrument. Delivery of an executed copy
of this Subscription Agreement by electronic facsimile transmission or other
means of electronic communication capable of producing a printed copy will be
deemed to be execution and delivery of this Subscription Agreement as of the
date hereinafter set forth.

20.            
Delivery Instructions

20.1          
The Subscriber hereby directs the Company to deliver the Share Certificate
issued pursuant to this Subscription Agreement to:

[NAME] 
[ADDRESS]

20.2          
The Subscriber hereby directs the Company to cause the Share Certificate issued
pursuant to this Subscription Agreement to be registered on the books of the
Company as follows:

[NAME] 
[ADDRESS]

20.3          
The undersigned hereby acknowledges that it will deliver to the Company all such
additional completed forms in respect of the Subscriber’s purchase of the
Securities as may be required for filing with the appropriate securities
commissions and regulatory authorities.

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

	 	 
	 	(Name of Subscriber – Please type or print)
  
	 	 
	 	 
	 	(Signature and, if applicable, Office) 
	 	 
	 	 
	 	(Address of Subscriber) 
	 	 
	 	 
	 	(City, State or Province, Postal Code of
      Subscriber) 
	 	 
	 	 
	 	(Country of Subscriber 






- 9 -

A C C E P T A N C E

The above-mentioned Subscription Agreement in respect of the
Shares is hereby accepted by Eden Energy Corp.

DATED at Vancouver, British Columbia as of the ______ day of
______________________, 2011.

EDEN ENERGY CORP.

	Per: 	 	 
	 	Authorized Signatory 	 






- A1 -

All Subscribers resident in Canada must complete the
Canadian Questionnaire.

SCHEDULE A

CANADIAN QUESTIONNAIRE

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

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

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

	 	1. 	
      the Subscriber has such knowledge and experience in
      financial and business matters as to be capable of evaluating the merits
      and risks of the transactions detailed in the Subscription Agreement and
      the Subscriber is able to bear the economic risk of loss arising from such
      transactions;

	 	 	 
	 	2. 	
      the Subscriber is (tick one or more of the following
      boxes):




	 	(A) 	
      a director, executive officer, employee or control person
      of the Company or an affiliate of the Company
	 [     ]
	 	 	 	 
	 	(B) 	
      a spouse, parent, grandparent, brother, sister or child
      of a director, executive officer, founder or control person of the Company
      or an affiliate of the Company
	 [     ]
	 	 	 	 
	 	(C) 	
      a parent, grandparent, brother, sister or child of the
      spouse of a director, executive officer, founder or control person of the
      Company or an affiliate of the Company
	 [     ]
	 	 	 	 
	 	(D) 	
      a close personal friend of a director, executive officer,
      founder or control person of the Company
	 [     ]
	 	 	 	 
	 	(E) 	
      a close business associate of a director, executive
      officer, founder or control person of the Company or an affiliate of the
      Company
	 [     ]
	 	 	 	 
	 	(F) 	
    an accredited investor
	 [     ]
	 	 	 	 
	 	(G) 	
      a company, partnership or other entity of which a
      majority of the voting securities are beneficially owned by, or a majority
      of the directors are, persons described in paragraphs A to F
	 [     ]
	 	 	 	 
	 	(H) 	
      a trust or estate of which all of the beneficiaries or a
      majority of the trustees or executors are persons described in paragraphs
      A to F
	 [     ]
	 	 	 	 
	 	(I) 	
      purchasing as principal Securities with an aggregate
      acquisition cost of not less than CDN$150,000
	 [    
  ]






- A2 -

	 	3. 	
      if the Subscriber has checked box B, C, D, E, G or H in
      Section 2 above, the director, executive officer, founder or control
      person of the Company with whom the undersigned has the relationship
      is:

	 	 	 
	 		
       

	 	 	 
	 		
      (Instructions to Subscriber: fill in the name of each
      director, executive officer, founder and control person which you have the
      above-mentioned relationship with. If you have checked box G or H, also
      indicate which of A to F describes the securityholders, directors,
      trustees or beneficiaries which qualify you as box G or H and provide the
      names of those individuals. Please attach a separate page if
      necessary).

	 	 	 
	 	4. 	
      if the Subscriber is resident in Ontario, the Subscriber
      is (tick one or more of the following
boxes):




	 	(A) 	
      a founder of the Company
	 [     ]
	 	 	 	 
	 	(B) 	
      an affiliate of a founder of the Company
	 [     ]
	 	 	 	 
	 	(C) 	
      a spouse, parent, brother, sister, grandparent or child
      of a director, executive officer or founder of the Company
	 [     ]
	 	 	 	 
	 	(D) 	
      a person that is a control person of the Company
	 [     ]
	 	 	 	 
	 	(E) 	
      an accredited investor
	 [     ]
	 	 	 	 
	 	(F) 	
      purchasing as principal Securities with an aggregate
      acquisition cost of not less than CDN$150,000
	 [    
  ]



	 	5. 	
      if the Subscriber has checked box A, B, C or D in Section
      4 above, the director, executive officer, founder or control person of the
      Company with whom the undersigned has the relationship is:

	 	 	 
	 		
       

	 	 	 
	 		
      (Instructions to Subscriber: fill in the name of each
      director, executive officer, founder, affiliate and control person which
      you have the above-mentioned relationship with.)

	 	 	 
	 	6. 	
      if the Subscriber has ticked box F in Section 2 or box E
      in Section 4 above, the Subscriber satisfies one or more of the categories
      of "accredited investor" (as that term is defined in NI 45-106) indicated
      below (please check the appropriate box):




	 	[  ] 	
      (a) a Canadian financial institution as defined in
      National Instrument 14-101, or an authorized foreign bank listed in
      Schedule III of the Bank Act (Canada);

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

	 	 	 
	 	[  ] 	
      (c) a subsidiary of any person referred to in any of the
      foregoing categories, 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) an individual registered or formerly registered under
      securities legislation in a jurisdiction of Canada, as a representative of
      a person or company registered under securities legislation in a
      jurisdiction of Canada, as an adviser or dealer, other than a limited
      market dealer registered under the Securities Act (Ontario) or the
      Securities Act (Newfoundland);







- A3 -

	 	[  ] 	
      (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 province, or any crown
      corporation or agency of the government of Canada or a province;

	 	 	 
	 	[  ] 	
      (g) a municipality, public board or commission in Canada
      and a metropolitan community, school board, the Comite de gestion de la
      taxe scholaire de l'ile de Montreal or an intermunicipal management board
      in Québec;

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

	 	 	 
	 	[  ] 	
      (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 (as defined in
      NI 45-106) having an aggregate realizable value that, before taxes but net
      of any related liabilities, exceeds CDN$1,000,000;

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

	 	 	 
	 	[  ] 	
      (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 had net assets of at least CDN$5,000,000 as reflected on its
      most recently prepared financial statements;

	 	 	 
	 	[  ] 	
      (n) an investment fund that distributes it securities
      only to persons that are accredited investors at the time of distribution,
      a person that acquires or acquired a minimum of CDN$150,000 of value in
      securities, or a person that acquires or acquired securities under
      Sections 2.18 or 2.19 of NI 45-106;

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

	 	 	 
	 	[  ] 	
      (p) a trust company 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 company 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 advisor or an advisor registered under the securities
      legislation of the jurisdiction of the registered charity to give advice
      on the securities being traded;







- A4 -

	 	[  ] 	
      (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 owners of
      interests, direct, indirect or beneficial, except the voting securities
      required by law are persons or companies that are accredited
    investors;

	 	 	 
	 	[  ] 	
      (u) an investment funds that is advised by a person
      registered as an advisor or a person that is exempt from registration as
      an advisor; or

	 	 	 
	 	[  ] 	
      (v) a person that is recognized or designated by the
      securities regulatory authority or, except in Ontario and Québec, the
      regulator as (i) an accredited investor, or (ii) an exempt purchaser in
      Alberta or British Columbia after this instrument comes into
  force;



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

     IN WITNESS WHEREOF, the
undersigned has executed this Questionnaire as of the ________ day of
____________________, 2011.

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