Green Hygenics Holdings Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






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

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

SUBSCRIPTION AGREEMENT 
(Offshore Subscribers)



	TO: 	Green Hygienics Holdings Inc.
      (the “Company”) 
	  	9107 Wilshire Boulevard, Suite
      450 
		Beverly Hills,
      CA  90210 


Purchase of Shares 

WHEREAS: 

A.                  
__________________ (the “Subscriber”) wishes to subscribe for
_______________common shares in the capital stock of our Company (the “Shares”),
at a deemed price of $_____ per Share, for an aggregate cost of $_____________
(the “Subscription Proceeds”);

B.                  
The Company is indebted to the Subscriber in the amount of $___________ (the
"Indebtedness”);

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

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


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




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1.                    
Subscription 

1.1                  
On the basis of the representations and warranties and subject to the terms and
conditions set forth herein, the Subscriber hereby irrevocably subscribes
for and agrees to purchase the Shares (or the “Securities”) of the
Company’s common stock (the “Common Stock”), par value US$0.001 (the
subscription and agreement to purchase being the “Subscription”), for the
Subscription Proceeds. 

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

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

2.                    
Payment 

2.1                  
The Company and the Subscriber agree to apply the entire amount of the
Indebtedness in payment of the Subscription Proceeds and, upon delivery of a
signed copy of this Subscription Agreement to the Subscriber together with a
certificate evidencing the Shares registered as provided in this Subscription
Agreement (the “Share Certificate”), the Indebtedness shall be fully
paid. 

3.                   
 Release 

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

4.                   
 Documents Required from Subscriber 

4.1                  
The Subscriber must complete, sign and return to the Company an executed copy of
this Subscription Agreement prior to the Closing Date and the compliance and
exemption certificate attached hereto as Schedule “A”. 

4.2                  
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, the OTC Bulletin
Board and applicable law. 

5.                    
Closing 

5.1                  
The sale of the Shares shall be completed (the “Closing”) on
________________, 2013 (the “Closing Date”) or such other date as the
parties may agree upon. 

6.                    
Acknowledgements of Subscriber 

6.1                  
The Subscriber acknowledges and agrees that: 

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







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

	 	 	 	 
	 	(c) 	
      the decision to execute this Subscription Agreement and
      purchase the Shares agreed to be purchased hereunder has not been based
      upon any oral or written representation as to fact or otherwise made by or
      on behalf of the Company and such decision is based entirely upon a review
      of this Subscription Agreement and any public information which has been
      filed by the Company with the Securities and Exchange Commission
      (“SEC”) in compliance, or intended compliance, with applicable
      securities legislation;

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

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

	 	 	 	 
	 		(ii) 	
      applicable resale restrictions;

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

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

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

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

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

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

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

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

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

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







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7.                   
 Representations, Warranties and Covenants of the Subscriber


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

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

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

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

	 	 	 
	 	(d) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Subscription Agreement and to take all actions
      required pursuant hereto and, if the Subscriber is a corporation, it is
      duly incorporated and validly subsisting under the laws of its
      jurisdiction of incorporation and all necessary approvals by its
      directors, shareholders and others have been obtained to authorize
      execution and performance of this Subscription Agreement on behalf of the
      Subscriber;

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

	 	 	 
	 	(f) 	
      the Subscriber is acquiring the Securities as principal
      for its own account for investment purposes only and not for the account
      of any other person and not for distribution, assignment or resale to
      others, and no other person has a direct or indirect beneficial interest
      in such Securities, and it has not subdivided its interest in the
      Securities with any other person;

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

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

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

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

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







- 5 - 

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

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

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

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

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

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

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

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

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

	 	 	 	 
	 		(iv) 	
      that any of the Securities will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Securities of the
      Company on any stock exchange or automated dealer
  quotation system, except that currently the Company’s common shares are
quoted on the over-the-counter market operated by the Over-The-Counter Bulletin
Board operated by FINRA. 








- 6 - 

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

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


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

9.                   
 Resale Restrictions 

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

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

10.                  
Acknowledgement and Waiver 

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

11.                  
Legending of Subject Securities 

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

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




- 7 - 

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

12.                  
Costs 

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

13.                  
Governing Law 

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

14.                  
Survival 

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


15.                  
Assignment 

15.1                
This Subscription Agreement is not transferable or assignable. 

16.                  
Severability 

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

17.                  
Entire Agreement 

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

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
the signature page of this Subscription Agreement and notices to the Company
shall be directed to it at Green Hygienics Holdings Inc, 9107 Wilshire
Boulevard, Suite 450, Beverly Hills, California 90210, Attention: Director. 

19.                  
Counterparts and Electronic Means 

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




- 8 - 

20.                 
 Delivery Instructions 

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

__________________________

__________________________

__________________________

__________________________

__________________________


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

__________________________

__________________________

__________________________

__________________________

__________________________


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

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

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







- 1 -

A C C E P T A N C E 

The above-mentioned Subscription Agreement in respect of the
Shares is hereby accepted by Green Hygienics Holdings Inc. 

DATED at ______________as of the _____th day of __________,
2013. 

GREEN HYGIENICS HOLDINGS INC. 

 

	Per:	 	 
	 	David Ashby, Authorized Signatory
    	 






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SCHEDULE "A" 

EXEMPTION CERTIFICATE 

Capitalized terms not specifically defined in this certificate
have the meaning ascribed to them in the Subscription Agreement to which this
certificate is attached. In connection with the purchase by the
Subscriber of Securities of the Corporation undersigned hereby
represents, warrants, covenants to and with you and certifies to you (on behalf
of itself or on behalf of the disclosed principal, as the case may be) that:


	1. 	
      The Subscriber is resident in a province or territory of
      Canada or is subject to the Securities Laws of one of those provinces or
      territories;

	 	 	 
	2. 	
      The Subscriber is purchasing the Securities as principal
      for its own account;

	 	 	 
	3. 	
      The Subscriber is (please initial the appropriate
      line):

	 	 	 
		(a) 	
      _________an "accredited investor" within the meaning of
      National Instrument 45-106 Prospectus and Registration Exemptions,
      by virtue of satisfying the indicated criterion as set out in Part 1 to
      this certificate (YOU MUST ALSO INITIAL PART 1 TO THIS
      CERTIFICATE); or

	 	 	 
		(b) 	
      _________an employee, executive officer, director or
      consultant of the issuer or a related entity of the issuer, or a permitted
      assign of any such person, if participation in the trade is voluntary (for
      the purpose of this provision, a person includes a trustee, custodian or
      administrator acting as agent for that person for the purpose of
      facilitating a trade);

	 	 	 
		(c) 	
      _________in Ontario, a founder of the Company; an
      affiliate of a founder of the Company; a spouse, parent, brother, sister,
      grandparent or child of an executive officer, director or founder of the
      Company, or a person that is a control person of the Company;

	 	 	 
		(d) 	
      _________except in Ontario, a director, executive officer
      or control person of the Company, or of an affiliate of the
  Company;

	 	 	 
		(e) 	
      _________except in Ontario, a spouse, parent,
      grandparent, brother, sister, child or grandchild of a director, executive
      officer or control person of the Company, or of an affiliate of the
      Company;

	 	 	 
		(f) 	
      _________except in Ontario, a parent, grandparent,
      brother, sister, child or grandchild of the spouse of a director,
      executive officer or control person of the Company, or of an affiliate of
      the Company;

	 	 	 
		(g) 	
      _________except in Ontario, a close personal friend (by
      reason of the fact that you have known such individual for a sufficient
      period of time and in a sufficiently close relationship to be in a
      position to assess the capabilities and the trustworthiness of such
      individual) of a director, executive officer or control person of the
      Company, or of an affiliate of the Company;

	 	 	 
		(h) 	
      _________except in Ontario, a close business associate
      (by reason of the fact that you have had sufficient prior business
      dealings with such individual to be in a position to assess the
      capabilities and trustworthiness of such individual) of a director,
      executive officer or control person of the Company, or of an affiliate of
      the Company;

	 	 	 
		(i) 	
      _________except in Ontario, a founder of the Company or a
      spouse, parent, grandparent, brother, sister, child, grandchild, close
      personal friend or close business associate of a founder of the
      Company;

	 	 	 
		(j) 	
      _________except in Ontario, a parent, grandparent,
      brother, sister, child or grandchild of the spouse of a founder of the
      Company;

	 	 	 
		(k) 	
      _________except in Ontario, a person or company of which
      a majority of the voting securities are beneficially owned by, or a
      majority of the directors are, persons or companies described in
      subsections (d) to (k) above; or

	 	 	 
		(l) 	
      _________except in Ontario, a trust or estate of which
      all of the beneficiaries or a majority of the trustees are persons or
      companies described in subsections (d) to (k) above;

	 	 	 
	4. 	
      the above representations, warranties and covenants will
      be true and correct both as of the execution of this certificate and as of
      the closing time of the purchase and sale of the Purchased Securities and
      will survive the completion of the issue of the Purchased Securities;
      and







- 3 - 

	5. 	
      the foregoing representations, warranties and covenants
      are made by the undersigned with the intent that they be relied upon in
      determining the suitability of the undersigned as a Subscriber of the
      Securities and the undersigned undertakes to immediately notify the
      Corporation of any change in any statement or other information relating
      to the Subscriber set forth herein which takes place prior to the closing
      time of the purchase and sale of the Securities.



NOTE: The Subscriber must initial beside the portion of #3
applicable to it. 

Saskatchewan residents who are acquiring Securities
pursuant to section 3(h), (i), (l), (m) or as a close personal friend or close
business associate of a founder under (j) must execute Form 45-106F4 Risk
Acknowledgement, in duplicate and deliver one copy to the Corporation with their
subscription package. 

	Dated: _____________________, 2013. 	Print Name of Subscriber:
    ______________________________
	 	 	 
	  	 	  
	  	By: 	  
	  	 	Signature 
	  	 	  
	  	 	  
	  	 	Title 
	 	 	 
	 	 	 
			
      (please print name of individual whose signature appears
  above, if different from name of Subscriber printed above)  



For the purposes hereof: 

	(a) 	
      "Close personal friend" means an individual who
      knows the director, executive officer or control person of the Company
      well enough and has known him or her directly for a sufficient period of
      time to be in a position to assess his or her capabilities and
      trustworthiness, and can also include a family member who is not
      specifically mentioned in section 3(f) above

	 	 
	(b) 	
      "Close business associate" means an individual who
      has had sufficient prior direct business dealings with a director,
      executive officer or control person of the Company to be in a position to
      assess his or her capabilities and trustworthiness. An individual is not a
      "close business associate" solely because the individual is a client,
      customer, former client or former customer of the
Issuer.







- 4 - 

PART 1 TO SCHEDULE A 

ACCREDITED INVESTOR STATUS CERTIFICATE 

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

The undersigned Subscriber hereby represents, warrants and
certifies to the Corporation, as an integral part of the attached Subscription
Agreement, that he, she or it is and at Closing will be, correctly and in all
respects described by the category or categories set forth directly next to
which the Subscriber has marked below. 

	[   ] 	(1) 	
      a Canadian financial institution, or a Schedule III bank.
      

	  	  	     
	[   ] 	(2) 	
      the Business Development Bank of Canada incorporated
      under the Business Development Bank of Canada Act (Canada).
      

	  	  	     
	[   ] 	(3) 	
      a subsidiary of any person referred to in paragraphs (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. 

	  	  	     
	[   ] 	(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). 

	  	  	     
	[   ] 	(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 paragraph (4). 

	  	  	     
	[   ] 	(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. 

	  	  	     
	[   ] 	(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'île de Montréal or an intermunicipal management board in
      Québec. 

	  	  	     
	[   ] 	(8) 	
      any national, federal, state, provincial, territorial or
      municipal government of or in any foreign jurisdiction, or any agency of
      that government. 

	  	  	     
	[   ] 	(9) 	
      a pension fund that is regulated by the Office of the
      Superintendent of Financial Institutions (Canada), a pension commission or
      similar regulatory authority of a jurisdiction of Canada. 

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

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

	  	  	     
	[   ] 	(12) 	
      an individual who, either alone or with a spouse, has net
      assets of at least $5,000,000. 

	  	  	     
	[   ] 	(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. 

	  	  	     
	[   ] 	(14) 	
      an investment fund that distributes or has distributed
      its securities only to 







- 5 - 

	 	(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 [Minimum amount
      investment], or 2.19 [Additional investment in investment
      funds] of NI 45-106, or

	 	(c) 	
      a person described in paragraph (i) or (ii) that acquires
      or acquired securities under section 2.18 [Investment fund
      reinvestment] of NI 45-106.




	[   ] 	(15) 	
      an investment fund that distributes or has distributed
      securities under a prospectus in a jurisdiction of Canada for which the
      regulator or, in Québec, the securities regulatory authority, has issued a
      receipt. 

	  	  	     
	[   ] 	(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. 

	  	  	     
	[   ] 	(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.




	[   ] 	(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. 

	  	  	     
	[   ] 	(19) 	
      an entity organized in a foreign jurisdiction that is
      analogous to any of the entities referred to in paragraphs (1) to (4) or
      paragraph (9) in form and function. 

	  	  	     
	[   ] 	(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. 

	  	  	     
	[   ] 	(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.
      

	  	  	     
	[   ] 	(22) 	
      a person that is recognized or designated by the
      securities regulatory authority or, except in Ontario and Québec, the
      regulator as an accredited investor. 



Note: A summary of the meanings of some of the terms used in
this Accredited Investor Status Certificate follows the signature block below.


DATED ________________________________, 2013 

	 	 
	 	Signature of Subscriber 
	 	 
	 	 
	 	Name of Subscriber 
	 	 
	 	 
	 	 
	 	 
	 	Address of Subscriber