Authentic Teas Inc.: Exhibit 10.5 - Filed by newsfilecorp.com






NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT
SUBSCRIPTION RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND,
UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE
UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS 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. “UNITED STATES” AND “U.S.
PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.

PRIVATE PLACEMENT SUBSCRIPTION
FOR NON U.S.
SUBSCRIBERS (ONTARIO RESIDENTS)

AUTHENTIC TEAS INC.

PRIVATE PLACEMENT OF $0.25 COMMON STOCK

INSTRUCTIONS TO SUBSCRIBER:

	1. 	
      COMPLETE the information on page 11 of this
      Subscription.

	 	 
	2. 	
      IF you are not subscribing as a close personal
      friend, family member, or close business associate of a director, officer,
      founder or control person of the Company as indicated on page 4,
      COMPLETE the Accredited Investor Questionnaire attached as Schedule
      A to this Subscription (the “Questionnaire”).

	 	 
	3. 	
      DELIVER the Subscription Proceeds to the
      President, Hrant Isbeceryan, at the address of the Company set out
      below.

	 	 
	4. 	
      COURIER the originally executed copy of the entire
      Subscription to the President, Hrant Isbeceryan,
at:



AUTHENTIC TEAS INC.
Suite 2820, 33 Harbour
Square
Toronto, Ontario M5J 2G2




NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT
SUBSCRIPTION RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND,
UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE
UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS 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. “UNITED STATES” AND “U.S.
PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.

PRIVATE PLACEMENT SUBSCRIPTION
(Non U.S. Subscribers
Only – Ontario Residents)

	TO: 	AUTHENTIC TEAS INC. (the
      “Company”) 
Suite 2820, 33 Harbour Square 
Toronto, Ontario M5J
      2G2 


Purchase of Shares

1.                                Subscription

1.1                              The
undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to
purchase the number of shares of the Company’s common stock (the “Shares”) as
set out on page 11 of this Subscription at a price of US$0.25 per Share (such
subscription and agreement to purchase being the “Subscription”), for the total
subscription price as set out on page 11 of this Subscription (the “Subscription
Proceeds”), which Subscription Proceeds are 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 the Shares to the Subscriber, on the basis of the
representations and warranties and subject to the terms and conditions set forth
herein. Subject to the terms hereof, the Subscription will be effective upon its
acceptance by the Company.

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

2.                                Payment

2.1                              The
Subscription Proceeds must accompany this Subscription and shall be sent
directly to the Company.

2.2                              Where
the Subscription Proceeds are paid to the Company, the Company may treat the
Subscription Proceeds as a non-interest bearing loan and may use the
Subscription Proceeds prior to this subscription being accepted by the
Company.

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




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3.                                Closing

3.1                              Closing
of the purchase and sale of the Shares shall occur on such 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.

4.                                Acknowledgements
of Subscriber

4.1                              The
Subscriber acknowledges and agrees that:

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

	 	 	 
	 	(b) 	
      the Company will refuse to register any transfer of the
      Shares not made in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the 1933 Act or
      pursuant to an available exemption from, or in a transaction not subject
      to, the registration requirements of the 1933 Act;

	 	 	 
	 	(c) 	
      by completing the Questionnaire, if applicable, the
      Subscriber is representing and warranting that the Subscriber is an
      “Accredited Investor”, as the term is defined in National Instrument
      45-106 (“NI 45-106”) adopted by the Ontario Securities Commission (the
      “OSC”);

	 	 	 
	 	(d) 	
      the Subscriber and the Subscriber’s advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Company regarding the Offering;

	 	 	 
	 	(e) 	
      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 that all documents, records and books
      pertaining to this Offering have been made available for inspection by the
      Subscriber, the Subscriber’s attorney and/or advisor(s);

	 	 	 
	 	(f) 	
      by execution hereof the Subscriber has waived the need
      for the Company to communicate its acceptance of the purchase of the
      Shares pursuant to this Subscription;

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

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







- 3 -

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

	 	 	 
	 	(j) 	
      that resale of any of the Shares in Canada is restricted
      except pursuant to an exemption from applicable securities
    legislation;

	 	 	 
	 	(k) 	
      the Subscriber 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 state securities
      laws or under an exemption from such registration requirements and as
      otherwise provided herein;

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

	 	 	 
	 	(m) 	
      none of the Shares 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 expiration of a period of one year
      after the date of original issuance of the Shares;

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

	 	 	 
	 	(o) 	
      the Subscriber has been advised to consult its own legal,
      tax and other advisors with respect to the merits and risks of an
      investment in the Shares and with respect to applicable resale
      restrictions and it is solely responsible (and the Company is in any way
      responsible) for compliance with applicable resale restrictions;

	 	 	 
	 	(p) 	
      the Company has advised the Subscriber that the Company
      is relying on an exemption from the requirements to provide the Subscriber
      with a prospectus to sell 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 Ontario
      including statutory rights of rescission or damages, will not be available
      to the Subscriber;

	 	 	 
	 	(q) 	
      the Shares are not 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;

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








- 4 -

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

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

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



5.                                Representations,
Warranties and Covenants of the Subscriber

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

	 	(a) 	
      the Subscriber is purchasing the Shares as principal for
      its own account for investment purposes only, not for the benefit of
      another person and not with a view to the resale or distribution of all or
      any of the Shares and it is (circle one of the following):

	 	 	 	 
	 		(i) 	
      a director, executive officer, employee, founder or
      control person of the Company,

	 	 	 	 
	 		(ii) 	
      a spouse, parent, grandparent, brother, sister, child or
      grandchild of ________________________________, (insert applicable name) a
      director, executive officer, founder or control person of the
    Company,

	 	 	 	 
	 		(iii) 	
      a parent, grandparent, brother, sister, child or
      grandchild of the spouse of ___________________________, (insert
      applicable name) a director, executive officer, founder or control person
      of the Company,

	 	 	 	 
	 		(iv) 	
      a close personal friend or business associate of
      _________________________________, (insert applicable name) a director,
      executive officer, founder or control person of the Company, whose
      relationship with that person is such that the Subscriber would not be
      considered to be a member of the public in respect of such person or the
      Company and the Subscriber does not require the protection of receiving a
      prospectus before making an investment in the Shares,

	 	 	 	 
	 		(v) 	
      a security holder of the Company;

	 	 	 	 
	 		(vi) 	
      a person or company of which a majority of the voting
      securities are beneficially owed by, or a majority of the directors are,
      persons or companies described in paragraphs (i) to (iv),

	 	 	 	 
	 		(vii) 	
      a trust or estate of which all of the beneficiaries or a
      majority of the trustees or executors are persons or companies described
      in paragraphs (i) to (iv), or

	 	 	 	 
	 		(viii) 	
      an “Accredited Investor” as defined in Schedule A
      attached hereto; (complete Schedule A if subscribing as an Accredited
      Investor);

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

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

	 	 	 	 
	 	(d) 	
      the Subscriber is resident in the jurisdiction set out on
      page 11 of this Subscription;







- 5 -

	 	(e) 	
      the issuance of the Shares to the Subscriber as
      contemplated by the delivery of this Agreement, the acceptance of it by
      the Company and the issuance of the Shares to the Subscriber complies with
      all applicable laws of the Subscriber’s jurisdiction of residence or
      domicile and will not cause the Company to become subject to or comply
      with any disclosure, prospectus or reporting requirements under any such
      applicable laws;

	 	 	 	 	 
	 	(f) 	
      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 acquisition 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 the
      Shares, and

	 	 	 	 	 
	 		(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

	 	 	 	 	 
	 			
      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;

	 	 	 	 	 
	 	(g) 	
      the Subscriber is acquiring the Shares as principal for
      investment only and not with a view to, or for, resale, distribution or
      fractionalization thereof, in whole or in part, and, in particular, it has
      no intention to distribute either directly or indirectly any of the Shares
      in the United States or to U.S. Persons;

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

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

	 	 	 	 	 
	 	(j) 	
      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 securities
  laws;







- 6 -

	 	(k) 	
      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 state securities laws or under an exemption from such
      registration requirements and as otherwise provided herein;

	 	 	 
	 	(l) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Subscription 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 on behalf of the Subscriber;

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

	 	 	 
	 	(n) 	
      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 knowledge and experience in these
      matters through the information requested in the Questionnaire, if
      applicable;

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

	 	 	 
	 	(p) 	
      the entering into of this Subscription 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;

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

	 	 	 
	 	(r) 	
      all information contained in this Subscription and the
      Questionnaire, if applicable, 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 Date;

	 	 	 
	 	(s) 	
      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;

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







- 7 -

	 	(u) 	
      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;

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

	 	 	 	 
	 	(w) 	
      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;

	 	 	 	 
	 	(x) 	
      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;
    and

	 	 	 	 
	 	(y) 	
      the Subscriber acknowledges and agrees that the Company
      shall not consider the Subscriber’s Subscription for acceptance unless the
      undersigned provides to the Company, along with an executed copy of this
      Subscription:

	 	 	 	 
	 		(i) 	
      a fully completed and executed Questionnaire in the form
      attached hereto as Schedule A if the Subscriber is subscribing as an
      Accredited Investor, and

	 	 	 	 
	 		(ii) 	
      such other supporting documentation that the Company or
      its legal counsel may request to establish the Subscriber’s qualification
      as an accredited investor.



5.2                              In
this Subscription, 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 includes any person in the United States.

6.                                Waiver

6.1                              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.

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

7.1                              The
Subscriber acknowledges that the acknowledgements, representations and
warranties contained herein are made by it with the intention that they 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,
it will be representing and warranting that the acknowledgements representations
and warranties contained herein are true and correct as of the date hereof and
will continue in full force and effect notwithstanding any subsequent
disposition by the Subscriber of such Shares.




- 8 -

8.                                Resale
Restrictions

8.1                              The
Subscriber acknowledges that any resale 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 the Shares
have not been registered under the 1933 Act or the securities laws of any state
of the United States. The Shares may not be offered or sold in the United States
unless registered in accordance with federal securities laws and all applicable
state securities laws or exemptions from such registration requirements are
available.

9.                                Ontario
Resale Restriction

9.1                              The
Subscriber acknowledges that the Shares are subject to resale restrictions in
Ontario and may not be traded in Ontario except as permitted by the
Securities Act (Ontario) (the “Ontario Act”) and the rules made
thereunder.

9.2                              Pursuant
to National Instrument 45-102, as adopted by the OSC, a subsequent trade in the
Shares will be a distribution subject to the prospectus and registration
requirements of applicable Canadian securities legislation (including the
Ontario Act) unless certain conditions are met, which conditions include a hold
period (the “Canadian Hold Period”) that shall have elapsed from the date on
which the Shares were issued to the Subscriber and, during the currency of the
Canadian Hold Period, any certificate representing the Shares is to be imprinted
with a restrictive legend (the “Canadian Legend”).

9.3                              By
executing and delivering this Subscription, the Subscriber will have directed
the Company not to include the Canadian Legend on any certificates representing
the Shares to be issued to the Subscriber.

9.4                              As
a consequence, the Subscriber will not be able to rely on the resale provisions
of National Instrument 45-102, and any subsequent trade in any of the Shares
during or after the Canadian Hold Period will be a distribution subject to the
prospectus and registration requirements of Canadian securities legislation, to
the extent that the trade is at that time subject to any such Canadian
securities legislation.

10.                              Legending
and Registration of Subject Shares

10.1                            The
Subscriber hereby acknowledges 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 Shares will bear a legend
in substantially the following form:

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




- 9 -

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED
UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS 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. “UNITED
STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.

10.2                            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.

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 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, the Subscriber is deemed to be
consenting to the foregoing collection, use and disclosure of the Subscriber’s
personal information (and, if applicable, the personal information of those on
whose behalf the Subscriber is contracting hereunder) and to the retention of
such personal information for as long as permitted or required by law or
business practice. Notwithstanding that the Subscriber may be purchasing Shares
as agent on behalf of an undisclosed principal, the Subscriber agrees to
provide, on request, particulars as to the identity of such undisclosed
principal as may be required by the Company in order to comply with the
foregoing.

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 is exclusively governed by the laws of the State of Nevada. 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
exclusive jurisdiction of the Courts of the State of Nevada.

14.                              Survival

14.1                            This
Subscription, 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.




- 10 -

15.                            Assignment

15.1                          This
Subscription is not transferable or assignable.

16.                            Severability

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

17.                            Entire
Agreement

17.1                          Except
as expressly provided in this Subscription and in the agreements, instruments
and other documents contemplated or provided for herein, this Subscription
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.

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. Notices to the Subscriber shall be directed to the address on
page 11 and notices to the Company shall be directed to it at the first page of
this Subscription.

19.                            Counterparts
and Electronic Means

19.1                          This
Subscription 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 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 as of the date hereinafter set forth.

20.                            Language

20.1                          The
Subscriber acknowledges that it has consented to and requested that all
documents evidencing or relating in any way to the sale of the Shares be drawn
up in the English language only. Le souscripteur reconnaît par les présentes
avoir consenti et exigé que tous les documents faisant foi ou se rapportant de
quelque manière à la vente des bons de souscription achets soient rédigés en
anglais seulement.




- 11 -

IN WITNESS WHEREOF the Subscriber has duly executed this
Subscription as of the date hereinafter set forth.

DELIVERY AND REGISTRATION INSTRUCTIONS

	1. 	
      Delivery - please deliver the Share certificates
    to:

	 	 
	 	 
	 	 
	2. 	
      Registration - registration of the certificates which are
      to be delivered at closing should be made as follows:

	 	 
		
      (name)

	 	 
		
      (address)

	 	 
	3. 	
      The undersigned hereby acknowledges that he or she will
      deliver to the Company all such additional completed forms in respect of
      the Subscriber’s purchase of the Shares as may be required for filing with
      the appropriate securities commissions and regulatory
  authorities.




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

	 	 
	 	 
	 	(Country of Subscriber) 
	 	 
	 	 
	 	(Fax Number) 
	 	 
	 	 
	 	(Number of Shares to be Purchased) 
	 	 
	 	 
	 	(Total Subscription Price)







- 12 -

A C C E P T A N C E

The above-mentioned Subscription in respect of the Shares is
hereby accepted by AUTHENTIC TEAS INC.

DATED at ______________________________, the _____ day of
__________________, 2010.

AUTHENTIC TEAS INC.



	Per: 	 	 
		Authorized
    Signatory  	 






SCHEDULE A
ACCREDITED INVESTOR FORM

(Capitalized terms not specifically defined in this Form have
the meaning ascribed to them in the Subscription Agreement to which this Form is
attached.)

In connection with the execution of the Subscription Agreement
to which this Form is attached, the undersigned (the “Subscriber”) represents
and warrants to the Company that the Subscriber satisfies one or more of the
categories indicated below (please place an “X” on the appropriate lines):

	_______Category 1 	
      a Canadian financial institution, or a Schedule III
      bank

	 	 	 
	_______Category 2 	
      the Business Development Bank of Canada incorporated
      under the Business Development Bank of Canada Act
(Canada)

	 	 	 
	_______Category 3 	
      a subsidiary of any person referred to in Category 1 or
      2, 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

	 	 	 
	_______Category 4 	
      a person registered under the securities legislation of a
      jurisdiction of Canada as an adviser or dealer, other than a person
      registered solely as a limited market dealer under one or both of the
      Securities Act (Ontario) or the Securities Act (Newfoundland
      and Labrador)

	 	 	 
	_______Category 5 	
      an individual registered or formerly registered under the
      securities legislation of a jurisdiction of Canada as a representative of
      a person referred to in Category 4

	 	 	 
	_______Category 6 	
      the Government of Canada or a jurisdiction of Canada, or
      any crown corporation, agency or wholly owned entity of the Government of
      Canada or a jurisdiction of Canada

	 	 	 
	_______Category 7 	
      a municipality, public board or commission in Canada and
      a metropolitan community, school board, the Comité de gestion de la taxe
      scolaire de l’ile de Montreal or an intermunicipal management board in
      Québec

	 	 	 
	_______Category 8 	
      any national, federal, state, provincial, territorial or
      municipal government of or in any foreign jurisdiction, or any agency of
      that government

	 	 	 
	_______Category 9 	
      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

	 	 	 
	_______Category 10 	
      an individual who, either alone or with a spouse,
      beneficially owns, directly or indirectly, financial assets having an
      aggregate realizable value that before taxes, but net of any related
      liabilities, exceeds $1,000,000

	 	 	 
	_______Category 11 	
      an individual whose net income before taxes exceeded
      $200,000 in each of the two (2) most recent calendar years or whose net
      income before taxes combined with that of a spouse exceeded $300,000 in
      each of the two (2) most recent calendar years and who, in either case,
      reasonably expects to exceed that net income level in the current calendar
      year

	 	 	 
	_______Category 12 	
      an individual who, either alone or with a spouse, has net
      assets of at least $5,000,000

	 	 	 
	_______Category 13 	
      a person, other than an individual or investment fund,
      that has net assets of at least $5,000,000 as shown on its most recently
      prepared financial statements

	 	 	 
	_______Category 14 	
      an investment fund that distributes or has distributed
      its securities only to

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

	 	 	 
		(b) 	
      a person that acquires or acquired securities in the
      circumstances referred to in sections 2.10 of National Instrument 45-106
      [Minimum amount investment], and 2.19 of National Instrument 45-106
      [Additional investment in investment funds];
or







- 2 -

		(c) 	
      a person described in paragraph (a) or (b) that acquires
      or acquired securities under section 2.18 of National Instrument 45-106
      [Investment fund reinvestment]

	 	 	 
	_______Category 15 	
      an investment fund that distributes or has distributed
      securities under a prospectus in a jurisdiction of Canada for which the
      regulator or, in Quebec, the securities regulatory authority, has issued a
      receipt

	 	 	 
	_______Category 16 	
      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

	 	 	 
	_______Category 17 	
      a person acting on behalf of a fully managed account
      managed by that person, if that person

	 	 	 
		(a) 	
      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

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

	 	 	 
	_______Category 18 	
      a registered charity under the Income Tax Act
      (Canada) that, in regard to the trade, has obtained advice from an
      eligibility adviser or an adviser registered under the securities
      legislation of the jurisdiction of the registered charity to give advice
      on the securities being traded

	 	 	 
	_______Category 19 	
      an entity organized in a foreign jurisdiction that is
      analogous to any of the entities referred to in Categories 1 to 4 or
      Category 9 in form and function

	 	 	 
	_______Category 20 	
      a person in respect of which all of the owners of
      interests, direct, indirect or beneficial, except the voting securities
      required by law to be owned by directors, are persons that are accredited
      investors

	 	 	 
	_______Category 21 	
      an investment fund that is advised by a person registered
      as an adviser or a person that is exempt from registration as an
      adviser

	 	 	 
	_______Category 22 	
      a person that is recognized or designated by the
      securities regulatory authority or, except in Ontario and Québec, the
      regulator as

	 	 	 
		(a) 	
      an accredited investor; or

	 	 	 
		(b) 	
      an exempt purchaser in Alberta or British Columbia after
National Instrument 45-106 came into force



The statements made in this Form are true and accurate as of
the date of signing and will be true and accurate as of the Closing Date. If any
such representations and warranties shall cease to be true and accurate at any
time prior to Closing, the Subscriber will promptly notify the Company.

Dated ________________________________________2010.

	 	X 
	 	Signature of individual (if Subscriber is
      an individual) 
	 	 
	 	X 
	 	Authorized signatory (if Subscriber is not
      an individual) 
	 	  
	 	 
	 	Name of Subscriber (please print) 
	 	  
	 	 
	 	Name of authorized signatory (please
      print) 
	 	  
	 	  
	 	Official capacity of authorized signatory
      (please print) 






- 3 -

For the purposes hereof:

	 	(a) 	
      “accredited investor” means a person who meets the
      criteria in any of the above categories;

	 	 	 	 	 
	 	(b) 	
      “Canadian financial institution” means:

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

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

	 	 	 	 	 
	 	(c)	
      “eligibility adviser” means

	 	 	 	 	 
	 		(i) 	
      a person that is registered as an investment dealer or in
      an equivalent category of registration under the securities legislation of
      the jurisdiction of a purchaser and authorized to give advice with respect
      to the type of security being distributed; and

	 	 	 	 	 
	 		(ii) 	
      in Saskatchewan or Manitoba, also means a lawyer who is a
      practicing member in good standing with a law society of a jurisdiction of
      Canada or a public accountant who is a member in good standing of an
      institute or association of chartered accountants, certified general
      accountants or certified management accountants in a jurisdiction of
      Canada provided that the lawyer or public accountant must not:

	 	 	 	 	 
	 			(A)	
      have a professional, business or personal relationship
      with the issuer, or any of its directors, executive officers, founders or
      control persons, and

	 	 	 	 	 
	 			(B)	
      have acted for or been retained personally or otherwise
      as an employee, executive officer, director, associate or partner of a
      person that has acted for or been retained by the issuer or any of its
      directors, executive officers, founders or control persons within the
      previous 12 months;

	 	 	 	 	 
	 	(d)	
      “financial assets” means

	 	 	 	 	 
	 		(i) 	
      cash,

	 	 	 	 	 
	 		(ii) 	
      securities, or

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

	 	 	 	 
	 	(e)	“fully managed account” means an
      account of a client for which a person makes the investment decisions if
      that person has full discretion to trade in securities for the account
      without requiring the client’s express consent to a transaction;
	 	 	 	 
	 	(f)	“investment fund” means a mutual fund
      or a non-redeemable investment fund, and, for great certainty in British
      Columbia, includes an employee venture capital corporation and a venture
      capital corporation as such terms are defined in National Instrument
      81-106 Investment Fund Continuous Disclosure; 
	 	 	 	 
	 	(g)	“non-redeemable investment fund” means
      an issuer:
	 	 	 	 	 
	 		(i) 	
      whose primary purpose is to invest money provided by its
      securityholders;

	 	 	 	 	 
	 		(ii) 	
      that does not invest

	 	 	 	 	 
	 			(A)	
      for the purpose of exercising or seeking to exercise
      control of an issuer, other than an issuer that is a mutual fund or a
      non-redeemable investment fund, or

	 	 	 	 	 
	 			(B)	
      for the purpose of being actively involved in the
      management of any issuer in which it invests, other than an issuer that is
      a mutual fund or a non-redeemable investment fund, and

	 	 	 	 	 
	 		(iii) 	
      that is not a mutual fund;

	 	 	 	 
	 	(h)	“person” includes
	 	 	 	 	 
	 		(i) 	
      an individual;

	 	 	 	 	 
	 		(ii) 	
      a corporation;

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

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

	 	 	 	 
	 	(i)	“related liabilities”
  means






- 4 -

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

	 	 	 	 
	 		(ii) 	
      liabilities that are secured by financial
  assets;

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

	 	 	 
	 	(k)	“spouse” means, an individual
    who,
	 	 	 	 
	 		(i) 	
      is married to another individual and is not living
      separate and apart within the meaning of the Divorce Act (Canada),
      from the other individual,

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

	 	 	 	 
	 		(iii) 	
      in Alberta, is an individual referred to in paragraph (i)
      or (ii), or is an adult interdependent partner within the meaning of the
      Adult Interdependent Relationships Act (Alberta); and 

	 	 	 	 
	 	(l)	
      “subsidiary” means an issuer that is controlled directly
      or indirectly by another issuer and includes a subsidiary of that
      subsidiary.