Qwick Media Inc.: Exhibit 4.8 - Filed by newsfilecorp.com






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

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

UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION, THE
HOLDER OF THESE SECURITIES MUST NOT TRADE THE SECURITIES IN OR FROM BRITISH
COLUMBIA UNLESS THE CONDITIONS IN SECTION 12(2) OF BC INSTRUMENT 51-509 ISSUERS
QUOTED IN THE U.S. OVER-THE-COUNTER MARKET ARE MET.

CONFIDENTIAL
PRIVATE PLACEMENT SUBSCRIPTION
AGREEMENT
 (Non US Subscribers)

	TO: 	Qwick Media Inc. (the “Company”)
    
	  	Suite 780 – 333 Seymour Street 
	  	Vancouver, British Columbia, V6B 5A6
  


PURCHASE OF SHARES

1.          
       Subscription

1.1               
On the basis of the representations and warranties and subject to the
terms and conditions set forth herein, the undersigned (the “Subscriber”)
hereby irrevocably subscribes for and agrees to purchase common shares (the
“Shares”) of the Company at a price of US$0.20 per Share (such
subscription and agreement to purchase being the “Subscription”), for an
aggregate purchase price as set out on the signature page of this Subscription
Agreement (the “Subscription Proceeds”) which is tendered herewith, on
the basis of the representations and warranties and subject to the terms and
conditions set forth herein.

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

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

2.                 
Payment

2.1               
The Subscription Proceeds must accompany this Subscription and shall be paid by
certified cheque or bank draft drawn on a Canadian chartered bank, and made
payable and delivered to the Company. Alternatively, the Subscription Proceeds
may be wired to the Company or its lawyers pursuant to wiring instructions 




- 2 -

that will be provided to the Subscriber upon request. If the
funds are wired to the Company’s lawyers, those lawyers are authorized by the
Subscriber to immediately deliver the funds to the Company even if the offering
of the Shares to the Subscriber has not been consummated.

2.2               
The Subscriber acknowledges and agrees that this Subscription
Agreement, the Subscription Proceeds and any other documents delivered in
connection herewith will be held on behalf of the Company. In the event that
this Subscription Agreement is not accepted by the Company for whatever reason,
which the Company expressly reserves the right to do, within 45 days of the
delivery of an executed Subscription Agreement by the Subscriber, this
Subscription Agreement, the Subscription Proceeds (without interest thereon) and
any other documents delivered in connection herewith will be returned to the
Subscriber at the address of the Subscriber as set forth in this Subscription
Agreement.

2.3               
Where the Subscription Proceeds are paid to the Company, the Company is
entitled to treat such Subscription Proceeds as an interest free loan to the
Company until such time as the Subscription is accepted and the certificates
representing the Shares have been issued to the Subscriber.

3.                 
Documents Required from Subscriber

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

	 	(a) 	
      an executed copy of this Subscription Agreement;
    and

	 	 	 
	 	(b) 	
      an Investor Questionnaire attached as Exhibit A (the
      “Questionnaire”) .



3.2               
The Subscriber shall complete, sign and return to the Company as soon
as possible, on request by the Company, any additional documents,
questionnaires, notices and undertakings as may be required by any regulatory
authorities and applicable law.

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

4.                 
Closing

4.1               
Closing of the purchase and sale of the Shares shall occur on or before December
31, 2010, or on such other date as may be determined by the Company in its sole
discretion (the “Closing Date”). The Subscriber acknowledges that Shares
may be issued to other subscribers under this offering (the “Offering”)
before or after the Closing Date. The Company, may, at its discretion, elect to
close the Offering in one or more closings, in which event the Company may agree
with one or more subscribers (including the Subscriber hereunder) to complete
delivery of the Shares to such subscriber(s) against payment therefore at any
time on or prior to the Closing Date.

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

5.                 
Acknowledgements and Agreements of Subscriber

5.1               
The Subscriber acknowledges and agrees that:

	 	(a) 	
      none of the Shares have been or will be registered under
      the United States Securities Act of 1933, as amended (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







- 3 -

	 		
      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
      securities laws;

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

	 	 	 
	 	(c) 	
      by completing the Questionnaire, the Subscriber is
      representing and warranting that the Subscriber satisfies one of the
      categories of registration and prospectus exemptions provided in National
      Instrument 45-106 (“NI 45-106”) adopted by the British Columbia
      Securities Commission (the “BCSC”) and other provincial securities
      commissions;

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

	 	 	 
	 	(e) 	
      the Subscriber and the Subscriber’s advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Company in connection with the distribution of the Shares hereunder, and
      to obtain additional information, to the extent possessed or obtainable
      without unreasonable effort or expense, necessary to verify the accuracy
      of the information about the Company;

	 	 	 
	 	(f) 	
      the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Subscriber during reasonable business hours at its
      principal place of business, and all documents, records and books in
      connection with the distribution of the Shares hereunder have been made
      available for inspection by the Subscriber, the Subscriber’s lawyer and/or
      advisor(s);

	 	 	 
	 	(g) 	
      the Company is entitled to rely on the representations
      and warranties of the Subscriber contained in this Subscription Agreement
      and the Subscriber will hold harmless the Company from any loss or damage
      it or they may suffer as a result of the Subscriber’s failure to correctly
      complete this Subscription Agreement;

	 	 	 
	 	(h) 	
      the Subscriber will indemnify and hold harmless the
      Company and, where applicable, its directors, officers, employees, agents,
      advisors and shareholders, from and against any and all loss, liability,
      claim, damage and expense whatsoever (including, but not limited to, any
      and all fees, costs and expenses whatsoever reasonably incurred in
      investigating, preparing or defending against any claim, lawsuit,
      administrative proceeding or investigation whether commenced or
      threatened) arising out of or based upon any representation or warranty of
      the Subscriber contained in this Subscription Agreement 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;

	 	 	 
	 	(i) 	
      none of the Shares are listed on any stock exchange or
      automated dealer quotation system and no representation has been made to
      the Subscriber that any of the Shares will become listed on any stock
      exchange or automated dealer quotation system;

	 	 	 
	 	(j) 	
      the Company will refuse to register any transfer of the
      Shares not made in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the 1933 Act
    or







- 4 -

	 		
      pursuant to an available exemption from the registration
      requirements of the 1933 Act and in accordance with any other applicable
      securities laws;

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

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

	 	 	 	 
	 		(ii) 	
      applicable resale restrictions;

	 	 	 	 
	 	(l) 	
      in addition to resale restrictions imposed under U.S.
      securities laws, there are additional restrictions on the Subscriber’s
      ability to resell any of the Shares in Canada under the Securities Act
      (British Columbia) (the “BC Act”) and British Columbia
      Instrument 51-509 (“BCI 51-509”) as adopted by the BCSC;

	 	 	 	 
	 	(m) 	
      the Company has advised the Subscriber that the Company
      is relying on an exemption from the requirements to provide the Subscriber
      with a prospectus and to sell the Shares through a person registered to
      sell securities under applicable securities legislation to issue the
      Shares and, as a consequence of acquiring the Shares pursuant to such
      exemption certain protections, rights and remedies provided by the
      applicable securities legislation of British Columbia including statutory
      rights of rescission or damages, will not be available to the
      Subscriber;

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

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

	 	 	 	 
	 	(p) 	
      there is no government or other insurance covering any of
      the Shares; and

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



6.                 
Representations, Warranties and Covenants of the
Subscriber

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

	 	(a) 	
      the Subscriber (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, (iii) is
      able to bear the economic risks of an investment in the Shares for an
      indefinite period of time, and (iv) can afford the complete loss of such
      investment;

	 	 	 
	 	(b) 	
      if applicable, all information contained in the
      Questionnaire is complete and accurate and may be relied upon by the
      Company, and the Subscriber will notify the Company immediately of any
      material change in any such information occurring prior to the closing of
      the purchase of the Shares;

	 	 	 
	 	(c) 	
      the Subscriber 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 Subscriber has not subdivided his interest in the Shares with any
      other person;







- 5 -

	 	(d) 	
      the Subscriber (i) is able to fend for itself in the
      Subscription; (ii) has such knowledge and experience in business matters
      as to be capable of evaluating the merits and risks of its prospective
      investment in the Shares; and (iii) has the ability to bear the economic
      risks of its prospective investment and can afford the complete loss of
      such investment;

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

	 	 	 
	 	(f) 	
      the Subscriber has received and carefully read this
      Subscription Agreement;

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

	 	 	 
	 	(h) 	
      the Subscriber 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 Company and the
      Subscriber is providing evidence of such knowledge and experience in these
      matters through the information requested in the Questionnaire, as
      applicable;

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

	 	 	 
	 	(j) 	
      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;

	 	 	 
	 	(k) 	
      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 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;

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

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

	 	 	 
	 	(n) 	
      the Subscriber understands and agrees that none of the
      Shares have been 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, 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 and provincial
      securities laws;

	 	 	 
	 	(o) 	
      the Subscriber understands and agrees that the Company
      will refuse to register any transfer of the Shares not made in accordance
      with the provisions of Regulation S, pursuant to an
  effective







- 6 -

	 		
      registration statement under the 1933 Act or pursuant to
      an available exemption from the registration requirements of the 1933
      Act;

	 	 	 	 	 
	 	(p) 	
      the Subscriber is not aware of any advertisement of any
      of the Shares and is not acquiring the Shares as a result of any form of
      general solicitation or general advertising including advertisements,
      articles, notices or other communications published in any newspaper,
      magazine or similar media or broadcast over radio or television, or any
      seminar or meeting whose attendees have been invited by general
      solicitation or general advertising;

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

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

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

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

	 	 	 	 	 
	 		(iv) 	
      that any of the Shares 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 Shares of the
      Company on any stock exchange or automated dealer quotation
  system;

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

	 	 	 	 	 
	 	(s) 	
      the Subscriber:

	 	 	 	 	 
	 		(i) 	
      is knowledgeable of, or has been independently advised as
      to, the applicable securities laws of the securities regulators having
      application in the jurisdiction in which the Subscriber is resident (the
      “International Jurisdiction”) which would apply to the purchase of
      the Shares,

	 	 	 	 	 
	 		(ii) 	
      is purchasing the Shares pursuant to exemptions from
      prospectus or equivalent requirements under applicable securities laws or,
      if such is not applicable, the Subscriber is permitted to purchase the
      Shares under the applicable securities laws of the securities regulators
      in the International Jurisdiction without the need to rely on any
      exemptions,

	 	 	 	 	 
	 		(iii) 	
      acknowledges that the applicable securities laws of the
      authorities in the International Jurisdiction do not require the Company
      to make any filings or seek any approvals of any kind whatsoever from any
      securities regulator of any kind whatsoever in the International
      Jurisdiction in connection with the issue and sale or resale of any of the
      Shares,

	 	 	 	 	 
	 		(iv) 	
      represents and warrants that the acquisition of the
      Shares by the Subscriber does not trigger:

	 	 	 	 	 
	 			A. 	
      any obligation to prepare and file a prospectus or
      similar document, or any other report with respect to such purchase in the
      International Jurisdiction, or

	 	 	 	 	 
	 			B. 	
      any continuous disclosure reporting obligation of the
      Company in the International Jurisdiction, and

	 	 	 	 	 
	 		(v) 	
      the Subscriber will, if requested by the Company, deliver
      to the Company a certificate or opinion of local counsel from the
      International Jurisdiction which will confirm the matters referred to in
      subparagraphs (ii), (iii) and (iv) above to the satisfaction of the
      Company, acting reasonably;







- 7 -

	 	(t) 	
      the Subscriber is outside the United States when
      receiving and executing this Subscription Agreement;

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

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

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



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

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

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

8.                 
Acknowledgement and Waiver

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

9.                 
Legending of Subject Shares

9.1               
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 or other document representing
any of the Shares will bear a legend in substantially the following form:




- 8 -


	
      “THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN
      AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED
      HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF
      1933, AS AMENDED (THE “1933 ACT”). 

	
       

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

	
       

	
      UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION,
      THE HOLDER OF THESE SECURITIES MUST NOT TRADE THE SECURITIES IN OR FROM
      BRITISH COLUMBIA UNLESS THE CONDITIONS IN SECTION 12(2) OF BC INSTRUMENT
      51-509 ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKET ARE MET.”
  




9.2               
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.

10.                 
Resale Restrictions

10.1               
The Subscriber acknowledges that any resale of any of the Shares will be subject
to resale restrictions contained in the securities legislation applicable to the
Subscriber or proposed transferee. The Subscriber acknowledges that none of the
Shares have been registered under the 1933 Act or the securities laws of any
state of the United States. The Shares may not be offered or sold in the United
States unless registered in accordance with federal securities laws and all
applicable state securities laws or exemptions from such registration
requirements are available.

10.2               
The Subscriber acknowledges that the Shares are subject to resale
restrictions in Canada and may not be traded in Canada except as permitted by
the applicable provincial securities laws and the rules made thereunder.

10.3               
If the Subscriber is not a resident of British Columbia, the Subscriber
represents, warrants and acknowledges that:

	 	(a) 	
      pursuant to BCI 51-509, a subsequent trade in the Shares
      in or from British Columbia will be a distribution subject to the
      prospectus and registration requirements of applicable Canadian securities
      legislation (including the BC Act) unless certain conditions are met,
      which conditions include, among others, a requirement that any certificate
      representing the Shares (or ownership statement issued under a direct
      registration system or other book entry system) bear the restrictive
      legend (the “BC Legend”) specified in BCI
51-509;







- 9 -

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

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

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



11.                 
Collection of Personal Information

11.1               
The Subscriber acknowledges and consents to the fact that the Company
is collecting the Subscriber’s personal information for the purpose of
fulfilling this Subscription Agreement and completing the Offering. The
Subscriber’s personal information (and, if applicable, the personal information
of those on whose behalf the Subscriber is contracting hereunder) may be
disclosed by the Company to (a) stock exchanges or securities regulatory
authorities, (b) the Company’s registrar and transfer agent, (c) Canadian tax
authorities, (d) authorities pursuant to the Proceeds of Crime (Money
Laundering) and Terrorist Financing Act (Canada) and (e) any of the other
parties involved in the Offering, including legal counsel, and may be included
in record books in connection with the Offering. By executing this Subscription
Agreement, the Subscriber is deemed to be consenting to the foregoing
collection, use and disclosure of the Subscriber’s personal information (and, if
applicable, the personal information of those on whose behalf the Subscriber is
contracting hereunder) and to the retention of such personal information for as
long as permitted or required by law or business practice. Notwithstanding that
the Subscriber may be purchasing the Shares as agent on behalf of an undisclosed
principal, the Subscriber agrees to provide, on request, particulars as to the
identity of such undisclosed principal as may be required by the Company in
order to comply with the foregoing.

11.2               
Furthermore, the Subscriber is hereby notified that:

	 	(a) 	
      the Company may deliver to a provincial securities
      commission and/or the SEC certain personal information pertaining to the
      Subscriber, including such Subscriber’s full name, residential address and
      telephone number, the number of shares or other securities of the Company
      owned by the Subscriber, the number of Shares purchased by the Subscriber
      and the total purchase price paid for the Shares, the prospectus exemption
      relied on by the Company and the date of distribution of the
  Shares,

	 	 	 
	 	(b) 	
      such information is being collected indirectly by the
      provincial securities commission under the authority granted to it in
      securities legislation, and

	 	 	 
	 	(c) 	
      such information is being collected for the purposes of
      the administration and enforcement of the securities legislation of
      Canada.







- 10 -

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. The Subscriber, in its personal or corporate capacity and, if
applicable, on behalf of each beneficial purchaser for whom it is acting,
irrevocably attorns to the jurisdiction of the courts of the Province of British
Columbia.

14.                 
Currency

14.1               
Any reference to currency in this Subscription Agreement is to the currency of
the United States of America unless otherwise indicated.

15.                 
Survival

15.1               
This Subscription Agreement, including without limitation the representations,
warranties and covenants contained herein, shall survive and continue in full
force and effect and be binding upon the parties hereto notwithstanding the
completion of the purchase of the Shares by the Subscriber pursuant hereto.

16.                 
Assignment

16.1               
This Subscription Agreement is not transferable or assignable.

17.                 
Severability

17.1               
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.

18.                 
Entire Agreement

18.1               
Except as expressly provided in this Subscription Agreement and in the
agreements, instruments and other documents contemplated or provided for herein,
this Subscription Agreement contains the entire agreement between the parties
with respect to the sale of the Shares and there are no other terms, conditions,
representations or warranties, whether expressed, implied, oral or written, by
statute or common law, by the Company or by anyone else.

19.                 
Notices

19.1               
Any notice required or permitted to be given to the Company will be in writing
and may be given by prepaid registered post, electronic facsimile transmission
or other means of electronic communication capable of producing a printed copy
to the address of the Company set forth below or such other address as the
Company may specify by notice in writing to the Holder, and any such notice will
be deemed to have been given and received by the Company to whom it was
addressed if mailed, on the third day following the mailing thereof, if by
facsimile or other electronic communication, on successful transmission, or, if
delivered, on delivery; but if at the time or mailing or between the time of
mailing and the third business day thereafter there is a strike, lockout, or
other labour disturbance affecting postal service, then the notice will not be
effectively given until actually delivered:




- 11 -

	 	Qwick Media Inc. 
	 	Suite 780 – 333 Seymour Street 
	 	Vancouver, BC, Canada V6B 5A6 
	 	  	  
	 	Attention: 	President 
	 	Fax No. 	(778) 370-1719 
	 	  	  
	 	with a copy to: 	  
	 	  	  
	 	Clark Wilson LLP 
	 	800-885 West Georgia Street 
	 	Vancouver, BC, Canada V6C 3H1 
	 	  	  
	 	Attention: 	Angela Blake 
	 	Fax No.: 	604-687-6314 


20.                 
Counterparts and Electronic Means

20.1               
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.

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

	 	 	 
	(Number of Shares being purchased) 	 	(Name of Subscriber and, if applicable,
      position – Please type or print) 
	 	 	 
	 	 	 
	(Total Subscription Price) 	 	(Signature of Subscriber) 
	 	 	 
	 	 	 
	  	 	(Residential address of Subscriber) 
	 	 	 
	 	 	 
	  	 	(City, Province and Postal Code of Subscriber)
    
	 	 	 
	 	 	 
	  	 	(Country of Subscriber) 
	 	 	 
	 	 	 
	  	 	(Email Address) 
	 	 	 
	 	 	 
	  	 	(Telephone Number) 
	 	 	 
	 	 	 
	  	 	(SIN/SSN or other tax identification number)
  






- 12 -

A C C E P T A N C E

The above-mentioned Subscription Agreement in respect of the
Shares is hereby accepted by Qwick Media Inc.

DATED at Vancouver, British Columbia, Canada, the _______day of
_________________, 2010.

QWICK MEDIA INC.

	Per: 		 
	 	Authorized Signatory 	 






EXHIBIT A

INVESTOR QUESTIONNAIRE

All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Subscription Agreement between Qwick Media
Inc. (the “Company”) and the undersigned (the “Subscriber”).

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

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

		1. 	
      if the Subscriber is not a resident of Ontario, the
      Subscriber is (tick one or more of the following boxes):
    

	 	  	
       
	
       
	
       

			
      [     ]
	
      (A) 
	
      a director, executive officer, founder 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 

	 	  	
       
	
       
	
       

		2. 	
      if the Subscriber has checked box B, C, D, E, G or H in
      Section 1 above, the director, executive officer, founder or control
      person of the Company with whom the undersigned has the relationship is:
      

	 	  	
       
	
       
	
       

	 	  	
       
	
       
	
       

	 	  	
       
	
       
	
       

	 	 	
       
	
       
	
       

	 	  	
       
	
       
	
       

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







- 2 -

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

	 	  	
       
	
       
	
       

	 	  	
      [     ]
	
      (A) 
	
      a founder of the Company 

	 	  	
       
	
       
	
       

	 	  	
      [     ]
	
      (B) 
	
      an affiliate of a founder of the Company 

	 	  	
       
	
       
	
       

			
      [     ]
	
      (C) 
	
      a spouse, parent, brother, sister, grandparent or child
      of an executive officer, director or founder of the Company 

	 	  	
       
	
       
	
       

	 	  	
      [     ]
	
      (D) 
	
      a control person of the Company 

	 	  	
       
	
       
	
       

	 	  	
      [     ]
	
      (E) 
	
      an accredited investor 

	 	  	
       
	
       
	
       

		4. 	
      if the Subscriber has checked box C in Section 3 above,
      the executive officer, director or founder of the Company with whom the
      undersigned has the relationship is: 

	 	  	
       
	
       
	
       

	 	  	
       
	
       
	
       

	 	  	
       
	
       
	
       

	 	  	
       
	
       
	
       

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

	 	  	
       
	
       
	
       

		5. 	
      if the Subscriber has ticked box F in Section 1 or box E
      in Section 3 above, the Subscriber satisfies one or more of the categories
      of “accredited investor” (as that term is defined in NI 45-106) indicated
      below (please check the appropriate box): 

	 	  	
       
	
       
	
       

			
      [ ] 
	
      (a) an individual who either alone or with a spouse
      beneficially owns, directly or indirectly, financial assets (as defined in
      NI 45-106) having an aggregate realizable value that before taxes, but net
      of any related liabilities, exceeds CDN$1,000,000; 

	 	  	
       
	
       
	
       

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

	 	  	
       
	
       
	
       

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

	 	  	
       
	
       
	
       

			
      [ ] 
	
      (d) a person, other than an individual or investment
      fund, that had net assets of at least CDN$5,000,000 as reflected on its
      most recently prepared financial statements. 

	 	  	
       
	
       
	
       

			
      [ ] 
	
      (e) a person registered under securities legislation of a
      jurisdiction of Canada as an advisor or dealer, or an individual
      registered or formerly registered as a representative of such an adviser
      or dealer, other than a limited market dealer registered under the
      Securities Act (Ontario) or the Securities Act
      (Newfoundland); 

	 	  	
       
	
       
	
       

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

	 	  	
       
	
       
	
       

			
      [ ] 
	
      (g) a person in respect of which all of the owners of
      interests, direct, indirect or beneficial, except the voting securities
      required by law are persons or companies that are accredited investors.
      







- 3 -

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

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

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