Unassociated Document


    EXHIBIT
10.1

    


    UNIT

    SUBSCRIPTION
AGREEMENT

    


    The
undersigned (hereinafter “Subscriber”) hereby confirms
its subscription for the purchase of Units consisting of (i) one share of Common
Stock, par value $0.001 per share (“Common Stock”), of LIVE CURRENT MEDIA INC., a
Nevada corporation (the “Company”), (ii) a two-year
warrant to purchase one-half share of Common Stock of the Company at an exercise
price of $0.78, which is
equal to a 20% premium to the Issue Price (as defined herein) in the form
attached hereto as Exhibit A (the “20%
Premium Warrant”), and (iii) a three-year warrant to purchase one-half share of
the Common Stock of the Company at an exercise price of $0.91, which is equal to a 40%
premium to the Issue Price in the form attached hereto as Exhibit B (the “40%
Premium Warrant” and together with the 20% Premium Warrant, the “Warrants”) on
the terms described below.

    


    The Units
are sometimes referred to herein as the “Securities.”

    


    In
connection with this subscription, Subscriber and the Company agree as
follows:

    


    A.           Subscription of the
Subscriber.

     

    1.           Purchase of
Units.  The
undersigned (the "Subscriber") hereby irrevocably agrees, represents and
warrants with, to and for the benefit of the Company, that such Subscriber is
executing this Agreement in connection with the subscription by the Subscriber
for ______________ Units of the Company, resulting in the aggregate purchase
price set forth on the Subscriber’s signature page hereto based upon the “Issue
Price” (as defined herein).  The Subscriber understands that the
Company is relying upon the accuracy and completeness of the information
contained herein in complying with its obligations under federal and state
securities and other applicable laws.  Subject to the terms and
conditions of this Agreement, upon execution and delivery hereof by the
Subscriber, the Subscriber hereby agrees to purchase the Units pursuant to the
transaction hereof, and against concurrent delivery of the purchase price for
such shares.  The date upon which the final subscription is accepted
by the Company and the full Issue Price has been tendered to the Company, shall
be known as the “Closing Date.”

     

    2.           Offering.  This
offering of the Units (the "Offering") is being made to a limited group of
investors, all of whom shall represent to the Company pursuant to this Agreement
that they are "accredited investors," as that term is defined in Regulation D
promulgated under the Securities Act of 1933, as amended (the "Securities Act")
or who have otherwise been qualified as investors by the Company.  All
of the Units offered hereby are being sold by the Company.  The
Company is offering the Units for the consideration set forth
herein.  The Company may sell less than all of the Units offered
hereby, and shall be entitled to accept subscriptions and receive the Issue
Price for each subscription prior to the entire Offering being subscribed for.
The Offering is being made on a “best efforts” basis. The minimum subscription
amount per investor is $25,000. The maximum offering by the Company is
$6,000,000 worth of Units.

     

    3.           Issue Price. The
Issue Price of the Units shall be equal to $0.65.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    B.           Representations and
Warranties of the Subscriber.  The
Subscriber hereby represents and warrants to the Company as of the date
hereof:

     

    1.           Place of
Business.  The
principal place of business address (or residence) set forth below is such
Subscriber's true and correct principal place of business and is the only
jurisdiction in which an offer to sell the Common Stock was made to such
Subscriber and such Subscriber has no present intention of moving its principal
place of business to or of becoming a resident of any other state or
jurisdiction.

     

    2.           Sale or Transfer of the
Common Stock. The
Subscriber understands that the Common Stock and the shares underlying the
Warrants have not been registered under the Securities Act, or under the laws of
any other jurisdiction.  The Subscriber understands and agrees that
transfer or sale of the Common Stock and the shares underlying the Warrants may
be restricted or prohibited unless they are subsequently registered under the
Securities Act and, where required, under the laws of other jurisdictions or an
exemption from registration is available.  The Subscriber will not
offer, sell, transfer or assign its Common Stock or any interest therein and the
shares underlying the Warrants in contravention of this Agreement, the
Securities Act or any state or federal law.  The Subscriber
understands and acknowledges that, because of the substantial restrictions on
the transferability of the Common Stock and the shares underlying the Warrants,
it may not be possible for the Subscriber to liquidate the Subscriber's
investment in the Company readily, even in the case of an
emergency.

     

    3.           Representation of Accredited
Investor Status, Investment Experience and Ability to Bear
Risk.  Subscriber
acknowledges that the Offering has not been registered with the Securities and
Exchange Commission (or any other securities
commission or authority of any other jurisdiction) because the Company is
relying on an exemption from registration under Section 4(2) of the Securities
Act and Regulation D promulgated thereunder. Subscriber believes that at the time of the sale
of the Common Stock to Subscriber, Subscriber (or, if Subscriber is a
corporation, limited liability company or trust, each of its equity owners)
qualifies as an "accredited investor" (as defined under Rule 501 of Regulation D
promulgated under the Securities Act) using the following qualification factors
(check all appropriate items):

     

    
      	
            	
              (__)

            	
              $1,000,000 Net Worth
      Test:

               

              I, Subscriber, am a natural person and my
      individual net worth, or joint net worth with my spouse (if any), inclusive
      of home, furnishings and automobiles, at the time of this purchase is in
      excess of $1,000,000.

            


    

     

    
      	
            	
              (__)

            	
              $200,000 Individual/$300,000
      Joint Annual Income Test:

               

              I, Subscriber, am a natural person and my
      individual annual gross income (exclusive of my spouse's income) has been
      in excess of $200,000 in each of the two most recent tax years, and I
      reasonably expect individual annual gross income (exclusive of my spouse's
      income) to be in excess of $200,000 for the current tax year; or I am a
      natural person and my joint annual gross income (including my spouse's
      annual gross income) has been in excess of $300,000 in each of the two
      most recent tax years, and I reasonably expect our joint annual gross
      incomes to be in excess of $300,000 for the current tax
    year.

            


    

     

    


    
      
        
        

      

      
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                  ("Income" under
      this test is defined as adjusted gross income for federal income tax
      purposes plus (i)
      deductions for long-term capital gains under the Internal Revenue Code;
      (ii) deductions for depletion under section 611 et seq. of the Code; (iii)
      any exclusion for interest
      received on tax-exempt securities; and (iv) any losses of a Company
      allocated to the individual limited partners of the Company as reported on
      Form 1040).

                

              


      

       

    

    
      	
            	
              (__)

            	
              

                Bank or Investment Company
      Test:

                 

                Subscriber is a bank as
      defined in section 3(a)(2) of the Securities Act, or any savings and loan
      association or other institution as defined in section 3(a)(5)(A) of the
      Securities Act, whether acting in its individual or fiduciary capacity; or
      is a broker or dealer registered pursuant to section 15 of the Securities
      Exchange Act of 1934; or is an insurance company as defined in section
      2(13) of the Securities Act; or is any investment company registered under
      the Investment Corporation Act of 1940, or a business development company
      as defined in section 2(a)(48) of that Act; or is a Small Business
      Investment Corporation licensed by the U.S. Small Business Administration
      under section 301(c) or (d) of the Small Business Investment Act of 1958;
      is a plan established and maintained by a state, its political
      subdivision, or any agency or instrumentality of a state or its political
      subdivisions, for the benefit of its employees, if such plan has total
      assets in excess of $5,000,000; or is an employee benefit plan within the
      meaning of the employee Retirement Income Security Act of 1974, if the
      investment decision is made by a plan fiduciary, as defined in section
      3(21) of such Act, which is either a bank, savings and loan association,
      insurance company, or registered investment adviser, or if the employee
      benefit plan has total assets in excess of $5,000,000, or, if a
      self-directed plan, with investment decisions made solely by persons that
      are accredited investors.

              

            


    

    


    
      	
            	
              (__)

            	
              Private Business Development
      Corporation Test:

            


    

    


    
      	
               
      

            	
              Subscriber
      is a private business development company as defined in section 202(a)(22)
      of the Investment Advisors Act of
1940.

            


    

    


    
      	
            	
              (__)

            	
              IRC Section 501(c)(3)
      Organization Test:

            


    

    


    
      	
               
      

            	
              Subscriber
      is an organization described in Section 501(c)(3) of the Internal Revenue
      Code, corporation, Massachusetts or similar business trust, or Company,
      not formed for the specific purpose of acquiring the securities being
      offered, with total assets in excess of
  $5,000,000.

            


    

     

    
      
        
        

      

      
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              (__)

            	
              Direct Relationship to Issuer
      Test:

            


    

     

    
      	
               
      

            	
              Subscriber
      is a director, executive officer, partner or manager of the Company of the
      securities being offered or sold, or any director, executive officer or
      manager of a partner or partner of that
issuer.

            


    

     

    
      	
            	
              (__)

            	
              $5,000,000 Noninvestment Trust
      Test:

            


    

    


    
      	
               
      

            	
              Subscriber
      is a trust with total assets in excess of $5,000,000 not formed for the
      specific purpose of acquiring the securities being offered, whose purchase
      is directed by a "sophisticated person" as described in section
      230.506(b)(2)(ii).

            


    

     

    
      	
            	
              (__)

            	
              Equity Entity Comprised of
      Accredited Investors Test:

            


    

     

    
      	
               
      

            	
              Subscriber
      is any equity entity in which all of the equity owners are accredited
      investors as defined above.   Subscriber has had one of the
      persons responsible for overseeing and/or managing one or more of
      Subscriber’s financial accounts complete the attestation in Section D
      hereof in order to verify the information in this Section
    B:

            


    

     

    
      	
               
      

            	
              Yes
      _________           No
      _________

            


    

     

    For Canadian Private
Placement Subscribers

     

    If a Subscriber is Canadian resident, such Canadian
resident Subscriber must, in addition to meeting the “accredited investor”
eligibility requirements as defined under Rule 501 of Regulation D promulgated
under the Securities Act, certify that he, she or it is an “accredited investor”
as defined by applicable Canadian securities laws.  In this regard,
each Canadian resident Subscriber must complete and sign an “Accredited Investor
Status Certificate” in the form of Certificate attached hereto as Exhibit C.

     

    In
addition, Subscriber is knowledgeable and experienced with respect to the
financial and business activities contemplated by the Company and is capable of
evaluating the risks and merits of investing in the Common Stock and, in making
a decision to proceed with this investment, has not relied upon any
representations, warranties or agreements, other than those set forth in this
Agreement and can bear the economic risk of an investment in the Company for an
indefinite period of time, and can afford to suffer the complete loss
thereof.

     

    4.           Own
Advice.  In
connection with the Subscriber's investment in the Company, the Subscriber has
carefully considered and has, to the extent the Subscriber believes such
discussion necessary, discussed with the Subscriber's professional legal, tax
and financial advisers (the "Investment Advisors") the suitability of an
investment in the Common Stock for the Subscriber's particular tax and financial
situation and the Subscriber has determined that the Common Stock are a suitable
investment for the Subscriber.

     

    
      
        
        

      

      
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    5.           Company History;
Risks. The
Subscriber represents and warrants that the Subscriber is aware (i) that
the Company has limited operating history; (ii) that the Common Stock
involve a substantial degree of risk of loss of the Subscriber's entire
investment and that there is no assurance of any income from the Subscriber's
investment; and (iii) that any federal and/or state income tax benefits
which may be available to the Subscriber, if any, may be lost through the
adoption of new laws or regulations, to changes to existing laws and regulations
and to changes in the interpretation of existing laws and
regulations.  The Subscriber further represents that the Subscriber is
relying solely on the Subscriber's own conclusions or the advice of the
Subscriber's Investment Advisors with respect to tax aspects of any investment
in the Common Stock. The Subscriber further represents that it has read and
reviewed the Company’s filings made with the Securities and Exchange
Commission.

     

    6.           Inquiries.  The
Subscriber and its Investment Advisors have been given access to, and prior to
the execution of this Agreement, have been provided with an opportunity to ask
questions of, and receive answers from, the Company officers concerning the
Company and the terms and conditions of the Offering and the Common Stock, and
to obtain any other information which the Subscriber and the Subscriber's
Investment Advisors required with respect to the Company and an investment in
the Company in order to evaluate such investment and verify the accuracy of all
information furnished to the Subscriber and its Investment Advisors regarding
the Company.  All such questions, if asked, were answered
satisfactorily and all information or documents provided were found to be
satisfactory.  Neither the Subscriber nor its Investment Advisors have
been furnished any offering literature on which they have relied on other this
Agreement and the Subscriber and its Investment Advisors have relied only on
this Agreement.  At no time was the Subscriber presented with or
solicited by any leaflet, public promotion meeting, newspaper or magazine
article, radio or television advertisement or any other form of general
advertising or general solicitation.

     

    7.           Authority.  The
Subscriber is authorized and has full right and power to subscribe for the
Common Stock and to perform the Subscriber's obligations pursuant to the
provisions of this Agreement; the person signing this Agreement and any other
instrument executed and delivered herewith on behalf of such Subscriber has been
duly authorized by such entity and has full power and authority to do so. If the
Subscriber is a corporation, partnership, unincorporated association or other
entity, the person signing this agreement has the legal capacity to authorize,
deliver and be bound by this Subscription Agreement and to take all actions
required pursuant hereto and further certifies that all necessary approvals of
directors, shareholders or otherwise have been given and obtained; and if the
Subscriber is an individual, it is of the full age of majority in the
jurisdiction in which the Subscriber is resident and is legally competent to
execute, deliver and be bound by this Subscription Agreement and take all action
pursuant hereto.

     

    8.           No
Default. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby and thereby will not conflict with, or result
in any violation of or default pursuant to, any provision of any governing
instrument applicable to the Subscriber, or any agreement or other instrument to
which the Subscriber is a party or by which the Subscriber or any of the
Subscriber's properties are bound or any permit, franchise, judgment, decree,
statute, rule or regulation applicable to the Subscriber or any of the
Subscriber's business or properties.

     

    
      
        
        

      

      
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    9.           ERISA. If the
Subscriber is an employee benefit plan subject to ERISA, then such Subscriber
acknowledges that such Subscriber has been informed of and understands the
operations and business of the Company, and represents that such Subscriber's
investment in the Company (i) is permissible under the documents and instruments
governing such plan; (ii) satisfies the diversification requirements of ERISA;
(iii) is prudent considering all the facts and circumstances, including the fact
that there is no trading market for the Common Stock; and (iv) is not a
"prohibited transaction" within the meaning of Section 406 of
ERISA.

     

    10.         Purchase Entirely For Own
Account.  This
Agreement is made with the Subscriber in reliance upon the Subscriber's
representations to the Company, which by the Subscriber's execution of this
Agreement, the Subscriber hereby confirms, that the Common Stock issuable to the
Subscriber will be acquired for investment for the Subscriber's own account, not
as a nominee or agent, and not with a view to the resale or distribution of any
part thereof, and that the Subscriber has no present intention of selling,
granting any participation in, or otherwise distributing the
same.  The Subscriber represents and warrants that the Subscriber has
no contract, understanding, agreement or arrangement with any person to sell or
transfer or pledge to such person or anyone else any of the Common Stock for
which the Subscriber hereby subscribes (in whole or in part) or any interest
therein; and the Subscriber represents and warrants that the Subscriber has no
present plans to enter into any such contract, undertaking, agreement or
arrangement.

     

    The
Subscriber represents and warrants that the funds representing the Aggregate
Subscription Price which will be advanced by the Subscriber hereunder will not
represent proceeds of crime and the Subscriber acknowledges that the Company may
in the future be required by law to disclose the Subscriber's name and other
information relating to this Subscription Agreement and the Subscriber's
subscription hereunder, on a confidential basis, and to the best of the
Subscriber's knowledge (i) none of the subscription funds to be provided by the
Subscriber (a) have been or will be derived from or related to any activity that
is deemed criminal under the laws of the United States of America, or any other
jurisdiction, or (b) are being tendered on behalf of a person or entity who has
not been identified to the Subscriber, and (ii) it shall promptly notify the
Company if the Subscriber discovers that any of such representations ceases to
be true, and to provide the Company with appropriate information in connection
therewith.

    


    The
Subscriber represents and warrants that the current structure of this
transaction and all transactions and activities contemplated hereunder is not a
plan or scheme to evade the registration provisions of the Securities
Act.

    


    The
Subscriber acknowledges that:

     

    
      	
               
      

            	
              (i)

            	
              no
      securities commission or similar regulatory authority has reviewed or
      passed on the merits of the Common Stock;
and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              there
      is no government or other insurance covering the Common Stock;
      and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              there
      are risks associated with the purchase of the Common Stock;
      and

            


    

     

    
      
        
        

      

      
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              (iv)

            	
              there
      are restrictions on the Subscriber's ability to resell the Common Stock
      and it is the responsibility of the Subscriber to find out what those
      restrictions are and to comply with them before selling the Common Stock;
      and

            


    

    


    
      	
               
      

            	
              (v)

            	
              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 securities through a person or company registered
      to sell securities under applicable securities laws and, as a consequence
      of acquiring the Common Stock pursuant to this exemption, certain
      protections, rights and remedies provided by applicable securities laws,
      including statutory rights of rescission or damages, will not be available
      to the Subscriber.

            


    

    


    The
Subscriber represents and warrants that it has not received nor does it expect
to receive any financial assistance from the Company, directly or indirectly, in
respect of the Subscriber's purchase of the Common Stock.

    


    The
Subscriber represents and warrants that neither the Company, nor any of their
respective directors, officers, employees or representatives, have made any
representations (oral or written) to the Subscriber regarding the future value
of the Common Stock.

    


    The
Subscriber acknowledges that (i) the Company may complete secured or unsecured
debt financings or equity financings in the future in order to develop the
Company's business and to fund its ongoing development, (ii) there is no
assurance that such financings will be available and, if available, on
reasonable terms, (iii) any such future financings may have a dilutive effect on
current security holders, including the Subscriber, and (iv) if such future
financings are not available, the Company may be unable to fund its ongoing
development and the lack of capital resources may result in the failure of its
business.

    


    The
Subscriber will not, directly or indirectly, except in compliance with (that is,
only to the extent required to comply with) the Securities Act and such other
securities or “Blue Sky” laws as may be applicable, (i) offer, sell, pledge,
transfer or otherwise dispose of (or solicit any offers to buy, purchase or
otherwise acquire or take a pledge of) any of the Securities, (ii) engage in any
short sale which results in a disposition of any of the Securities by Investor,
or (iii) hedge the economic risk of the Subscriber’s investment in the
Securities.

    


    


    C.           Representations and
Warranties of the Company.

     

    1.           Organization, Good Standing
and Qualification. The
Company is a corporation duly organized, validly existing, in good standing
under the laws of the State of Nevada and has all requisite corporate power and
corporate authority to carry on its business as now conducted and as proposed to
be conducted.  The Company is duly qualified to transact business and
is in good standing in the State of Nevada.  The Company is duly
qualified to transact business and is in good standing in each jurisdiction in
which such qualification is required, except where the failure to be so
qualified would not have a material adverse effect on the Company.

     

    
      
        
        

      

      
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    2.           Capitalization.  As of
October 28, 2008, the authorized capital stock of the Company consists of
50,000,000 shares of Common Stock, of which (i) 21,856,026 shares are issued and
outstanding, and (ii) 6,356,104 shares are reserved for issuance upon exercise
of outstanding warrants, options and other convertible securities. All such
issued and outstanding shares have been duly authorized and validly issued and
have been offered, issued, sold, and delivered by the Company in compliance with
applicable federal and state securities laws.

     

    3.           Authorization. The
Company has all requisite corporate power to execute, deliver and perform its
obligations under this Agreement and all other agreements contemplated hereby
and thereby and to issue the Common Stock in accordance with the terms
hereof.  All corporate action on the part of the Company, its
officers, directors and shareholders necessary for the authorization, execution
and delivery of this Agreement and all other agreements and obligations
contemplated hereby and thereby, the performance of all obligations of the
Company hereunder and thereunder, and the authorization, issuance (or
reservation for issuance), sale and delivery of the Common Stock to be issued
hereunder has been taken.  This Agreement constitutes valid and
legally binding obligations of the Company, enforceable in accordance with their
respective terms, except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
enforcement of creditors' rights generally, (ii) as limited by general
principles of equity, including concepts of materiality, reasonableness, good
faith and fair dealing and by the possible unavailability of specific
performance, injunctive relief or other equitable remedies.

     

    4.           No
Violation.  The
Company's execution, delivery and performance of this Agreement and all other
agreements contemplated hereby and thereby and the consummation of the
transactions contemplated hereby and thereby will not with or without the giving
of notice or the lapse of time or both (A) violate any provision of law,
statute, rule or regulation to which the Company is subject, (B) violate any
order, judgment or decree applicable to it, or (C) conflict with or result in a
breach or default under any term or condition of its applicable governing
instruments or any agreement or other instrument to which it is a party or by
which it is bound.

     

    5.           Valid Issuance of Common
Stock and Warrants. The
Common Stock and Warrants being issued hereunder, when issued, sold and
delivered in accordance with the terms of this Agreement for the consideration
expressed herein, will be duly and validly issued, fully paid and non-assessable
and will be free of preemptive rights and restrictions on transfer other than
restrictions on transfer under this Agreement and applicable state and federal
securities laws.  Assuming the truth and accuracy of the
representations and warranties of each of the Subscribers for the Company's
capital stock under agreements similar to this Agreement, the issuance of the
Common Stock hereunder shall be exempt from registration under the Securities
Act and any applicable state securities laws.

     

    6.           Governmental
Consents. No
consent, approval, order or authorization of, or registration, qualification,
designation, declaration or filing with, any federal, state or local
governmental authority on the part of the Company is required in connection with
the valid execution of this Agreement and the consummation of the transactions
contemplated by this Agreement except for filings pursuant to applicable state
and federal securities laws (and for Canadian
resident Subscribers, under applicable provincial securities laws) which
allow filings to be made following the Closing but in no event later than 15
days (no later than 10 days in Canada for Canadian
resident Subscribers) after the consummation of the transactions
contemplated hereby.    The Company is in compliance, in all
material respects, with the USA Patriot Act.

     

    
      
        
        

      

      
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    7.           Use of
Proceeds.  The
proceeds from the sale of the Units will be available for the continued
execution on the Company’s acquisition strategy, the development of assets
related to Cricket.com, and general working capital purposes.

     

    8.           Subsidiaries.  The
Company has the following subsidiaries: (i) the Company owns 98.2% of Domain
Holdings Inc., an Alberta, Canada company; (ii) the Company owns 100% of LCM
Cricket Ventures Pte. Ltd., a Singapore company (iii) Domain Holdings Inc. owns
100% of Acadia Management Corp., a British Columbia, Canada, company; (iv)
Domain Holdings Inc. owns 100% of 0778229 BC Ltd., a British Columbia, Canada
company; (v) Domain Holdings Inc. owns 100% of 612793 B.C. Ltd., a British
Columbia, Canada company and (vi) the Company owns 100% of Communicate.com
Delaware, Inc., a Delaware corporation.

     

    9.           Registration
Rights

     

      (a)           Subject
to the terms and limitations hereof, the Company shall use its best efforts to
file a registration statement on Form S-1 or other appropriate registration
document under the Securities Act (the “Registration Statement”) within 90 days
following the Closing for resale of the Common Stock and Common Stock underlying
the Warrants (the “Registrable Securities”), and shall use its reasonable best
efforts to cause such Registration Statement to become effective within 90 days
after it is filed, and shall further use its reasonable best efforts to maintain
the Registration Statement’s effectiveness, subject to periods of suspension of
effectiveness not exceeding two periods of no more than 60 days each in any 12
month period (the “Suspensions”), until the earlier of (i) such time as all
Common Stock and Common Stock underlying the Warrants may be sold to the public,
free of further restriction under applicable securities laws, pursuant to an
exemption from registration and (ii) such time all Common Stock and Common Stock
underlying the Warrants have been sold pursuant to a registration
statement.  In the event the amount of Common Stock and Common Stock
underlying the Warrants covered by such Registration Statement is limited by the
SEC, the Company (i) shall register the maximum amount of Common Stock and
Common Stock underlying the Warrants permitted by the SEC, without adding any
other shares to the Registration Statement, and (ii) shall file additional
registration statements covering the balance of the Common Stock underlying the
Warrants.

    


      (b)           Notwithstanding
the foregoing, the Company shall not be obligated to effect any registration of
the Registrable Securities or take any other action pursuant to this
Section 9 in any particular jurisdiction in which the Company would be
required to execute a general consent to service of process in effecting such
registration, qualification or compliance unless the Company is already subject
to service in such jurisdiction and except as may be required by the Securities
Act.

    


      (c)           Except
as otherwise expressly set forth, the Company shall bear all expenses incurred
by the Company in compliance with the registration obligation of the Company,
including, without limitation, all registration and filing fees, printing
expenses, fees and disbursements of counsel for the Company incurred in
connection with any registration, qualification or compliance pursuant to this
Subscription Agreement and all underwriting discounts, selling commissions and
expense allowances applicable to the sale of any securities by the Company for
its own account in any registration.  All underwriting discounts,
selling commissions and expense allowances applicable to the sale by Subscriber
of Registrable Securities and all fees and disbursements of counsel for
the Subscriber shall be borne by the Subscriber.

     

    
      
        
        

      

      
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      (d)           To
the extent permitted by law the Company will indemnify each Subscriber, each of
its officers, directors, agents, employees and partners, and each person
controlling such Subscriber, with respect to each registration, qualification or
compliance effected pursuant to this Agreement, and each underwriter, if any,
and each person who controls any underwriter, and their respective counsel
against all claims, losses, damages and liabilities (or actions, proceedings or
settlements in respect thereof) arising out of or based on (i) any untrue
statement (or alleged untrue statement) of a material fact contained in any
prospectus, offering circular or other document prepared by the Company
(including any related registration statement, notification or the like)
incident to any such registration, qualification or compliance, or (ii) any
omission (or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
any violation by the Company of the Securities Act or any rule or regulation
thereunder applicable to the Company and relating to action or inaction required
of the Company in connection with any such registration, qualification or
compliance, and subject to the provisions of subsection (g) below, will
reimburse each such Subscriber, each of its officers, directors, agents,
employees and partners, and each person controlling such Subscriber, each such
underwriter and each person who controls any such underwriter, for any legal and
any other expenses as they are reasonably incurred in connection with
investigating and defending any such claim, loss, damage, liability or action,
provided that the Company will not be liable in any such case to the extent that
any such claim, loss, damage, liability or expense arises out of or is based on
any untrue statement (or alleged untrue statement) or omission (or alleged
omissions) based upon written information furnished to the Company by (or on
behalf of) such Subscriber or underwriter, or if the person asserting any such
loss, claim, damage or liability (or action or proceeding in respect thereof)
did not receive a copy of an amended preliminary prospectus or the final
prospectus (or the final prospectus as amended and supplemented) at or before
the written confirmation of the sale of such Registrable Securities to such
person because of the failure of the Subscriber or underwriter to so provide
such amended preliminary or final prospectus (or the final prospectus as amended
and supplemented); provided, however, that the indemnity agreement contained in
this subsection shall not apply to amounts paid in settlement of any such loss,
claim, damage, liability or action if such settlement is effected without the
consent of the Company (which consent shall not be unreasonably withheld), nor
shall the Company be liable in any such case for any such loss, claim, damage,
liability or action to the extent that it arises out of or is based upon a
violation which occurs in reliance upon and in conformity with written
information furnished expressly for use in connection with such registration by
the Subscriber, any such partner, officer, director, employee, agent or
controlling person of such Subscriber, or any such underwriter or any person who
controls any such underwriter; provided, however, that the obligations of the
Company hereunder shall be limited to an amount equal to the portion of net
proceeds represented by the Registrable Securities pursuant to this
Agreement.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

      (e)           To
the extent permitted by law, each Subscriber whose Registrable Securities are
included in any registration, qualification or compliance effected pursuant to
this Subscription Agreement will indemnify the Company, and its directors,
officers, agents, employees and each underwriter, if any, of the Company’s
securities covered by such a registration statement, each person who controls
the Company or such underwriter within the meaning of the Securities Act and the
rules and regulations thereunder, each other such Subscriber and each of their
officers, directors, partners, agents and employees, and each person controlling
such Subscriber, and their respective counsel against all claims, losses,
damages and liabilities (or actions in respect thereof) arising out of or based
on any untrue statement (or alleged untrue statement) of a material fact
contained in any such registration statement, prospectus, offering circular or
other document, or any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse the Company and such Subscribers,
directors, officers, partners, persons, underwriters or control persons for any
legal or any other expenses as they are reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability or action, in
each case to the extent, but only to the extent, that such untrue statement (or
alleged untrue statement) or omission (or alleged omission) is made in such
registration statement, prospectus, offering circular or other document in
reliance upon and in conformity with written information furnished to the
Company by such Subscriber; provided, however, that the
obligations of any Subscriber hereunder shall be limited to an amount equal to
the net proceeds to such Subscriber from Registrable Securities sold under such
registration statement, prospectus, offering circular or other document as
contemplated herein; provided, further, that the indemnity agreement contained
in this subsection shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected without
the consent of the Subscriber, which consent shall not be unreasonably withheld
or delayed.

    


      (f)           Each
party entitled to indemnification under this Section (the “Indemnified Party”)
shall give notice to the party required to provide indemnification (the
“Indemnifying Party”) promptly after such Indemnified Party has actual knowledge
of any claim as to which indemnity may be sought, and shall permit the
Indemnifying Party to assume the defense of any such claim or any litigation
resulting therefrom, provided that counsel for the Indemnifying Party, who shall
conduct the defense of such claim or any litigation resulting therefrom, shall
be approved by the Indemnified Party (whose approval shall not unreasonably be
withheld), and the Indemnified Party may participate in such defense at such
party’s expense; and provided further that if any Indemnified Party reasonably
concludes that there may be one or more legal defenses available to it that are
not available to the Indemnifying Party, or that such claim or litigation
involves or could have an effect on matters beyond the scope of this Agreement,
then the Indemnified Party may retain its own counsel at the expense of the
Indemnifying Party; and provided further that the failure of any Indemnified
Party to give notice as provided herein shall not relieve the Indemnifying Party
of its obligations under this Agreement unless and only to the extent that such
failure to give notice results in material prejudice to the Indemnifying
Party.  No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation.  Each Indemnified Party shall furnish such information
regarding itself or the claim in question as an Indemnifying Party may
reasonably request in writing and as shall be reasonably required in connection
with defense of such claim and litigation resulting therefrom.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

      (g)           If
the indemnification provided for in this Section is held by a court of competent
jurisdiction to be unavailable to an Indemnified Party with respect to any loss,
liability, claim, damage or expense referred to herein, then the Indemnifying
Party, in lieu of indemnifying such Indemnified Party hereunder, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such loss, liability, claim, damage or expense in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party on the one
hand and of the Indemnified Party on the other in connection with the statements
or omissions which resulted in such loss, liability, claim, damage or expense as
well as any other relevant equitable considerations.  The relative
fault of the Indemnifying Party and of the Indemnified Party shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact relates to
information supplied by the Indemnifying Party or by the Indemnified Party and
the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.

    


      (h)           The
Registrable Securities, and any related benefits to the Subscriber hereunder may
be transferred or assigned by the Subscriber to a permitted transferee or
assignee, provided that the Company is given written notice of such transfer or
assignment, stating the name and address of said transferee or assignee and
identifying the Registrable Securities with respect to which such registration
rights are being transferred or assigned; provided further that the transferee
or assignee of such Registrable Securities shall be deemed to have assumed the
obligations of the Subscriber under this Agreement by the acceptance of such
assignment and shall, upon request from the Company, evidence such assumption by
delivery to the Company of a written agreement assuming such obligations of the
Subscriber.

    


      (i)           Subscriber
covenants and agrees that such Subscriber will comply with the prospectus
delivery requirements of the Securities Act as applicable to such Subscriber in
connection with sales of Registrable Securities pursuant to the registration
statement required hereunder.

    


    10.           No Stock
Agreements.  There
is not in effect on the date hereof any agreement to which the Company or (to
its knowledge) any holders of equity securities of the Company is a party
relating to the voting, transfer or sale of such securities.

     

    D.           Legend.  The
certificate representing the Common Stock issued by the Company shall bear the
following (or similar) legends:

     

    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN
RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND SUCH LAWS.  THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR
ASSIGNED UNLESS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION
THEREFROM.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    E.           Indemnification.  The
Subscriber agrees to indemnify and hold harmless the Company and its officers,
managers, members, employees, agents and affiliates against any and all loss,
liability, claim, damage and expense whatsoever (including without limitation
any and all expenses reasonably incurred in investigating, preparing or
defending against any litigation commenced or threatened or any claim
whatsoever) arising out of or based upon any false representation or warranty or
breach or failure by the Subscriber to comply with any covenant agreement made
by the Subscriber herein.  The Company agrees to indemnify and hold
harmless the Subscriber and its officers, managers, members, employees, agents
and affiliates against any and all loss, liability, claim, damage and expense
whatsoever (including without limitation any and all expenses reasonably
incurred in investigating, preparing or defending against any litigation
commenced or threatened or any claim whatsoever) arising out of or based upon
any false representation or warranty or breach or failure to comply with any
covenant agreement made by the Company herein.

     

    F.           Modification.  Neither
this Agreement nor any provision hereof shall be waived, modified, discharged or
terminated except by an instrument in writing signed by the party against whom
any such waiver, modification, discharge or termination is sought.

     

    G.           Assignability.  This
Agreement and the rights and obligations hereunder are not transferable or
assignable by the Subscriber.

     

    H.           Applicable
Law.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of Nevada, without regard to principles of conflicts of law.

     

    I.           Survival of Representations
and Warranties.  All
representations and warranties made by the Subscriber in this Agreement shall
survive the execution and delivery of this Agreement, as well as any
investigation at any time made by or on behalf of the Company and the issue and
sale of the Common Stock.

     

    J.           Reliance.  The
Subscriber understands and acknowledges that the Subscriber's representations,
warranties, acknowledgements and agreements in this Agreement will be relied
upon by the Company in determining the Subscriber's suitability as a purchaser
of Common Stock.

     

    K.           Further
Assurances.  The
Subscriber agrees to provide, if requested, any additional information that may
be requested or required to determine the Subscriber's eligibility to purchase
the Common Stock.

     

    L.           Entire
Agreement.  This
Agreement constitutes the full and entire understanding and agreement between
the parties with regard to the subject matter hereof and no party shall be
liable or bound to any other in any manner by any representations, warranties,
covenants and agreements except as specifically set forth herein and
therein.

    
       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

    

    M.           Severability.  In
the event one or more of the provisions of this Agreement should, for any
reason, be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect any other
provisions of this Agreement, and this Agreement shall be construed as if such
invalid, illegal or unenforceable provision had never been contained
herein.

     

    REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


     

    IN
WITNESS WHEREOF, the undersigned has executed this Subscription Agreement as of
the date set forth on this signature page.

     

    Number of shares of Units Subscribed
for: ________________________

     

    Aggregate Purchase
Price:                                  
$________________________

     

    


    


     

    
      
        	 	 	 	 
	

                Print
      Name of Subscriber (Individual,

                Company,
      Limited Liability Company,

                Corporation
      or Trust)

              	 	
                Print
      Name of Authorized

                Representative

              
	 	 	 	 
	By:	 	 	 
	
                Signature
      of Subscriber or 

                Authorized
      Representative

              	 	
                Capacity
      of Authorized

                Representative

              
	 	 	 
	Date: 	 	 	 
	 	 	 
	Address:	 	 	 
	 	 	 
	Social Security
      Number or U.S. Tax Identification No:	 	 


      

    

     

     

    
      	
              SUBSCRIPTION
      ACCEPTED:

               

              LIVE
      CURRENT MEDIA INC., a Nevada corporation

               

            	
               

            
	

              By:___________________________

              Name:  Geoffrey
      Hampson

              Title:  CEO

            	

              Date:
      ____________, 2008

            


    

    


    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    EXHIBIT
A

    


    Form
of 20% Premium Warrant

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
B

    


    Form
of 40% Premium Warrant

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    EXHBIT C

    


    [To be
completed by Canadian resident subscribers only]

    


    ACCREDITED
INVESTOR STATUS CERTIFICATE

    


    The
categories listed herein contain certain specifically defined
terms.  If you are unsure as to the meanings of those terms, or are
unsure as to the applicability of any category below, please contact your broker
and/or legal advisor before completing this certificate.

    


    TO:                      LIVE CURRENT MEDIA, INC. (the
“Company”)

    


    In
connection with the purchase by the undersigned Subscriber of the Units, the
Subscriber, on its own behalf and on behalf of each Disclosed Principal for whom
the Subscriber is acting (collectively, the “Subscriber”), hereby
represents, warrants, covenants and certifies to the Company (and acknowledges
that the Company and its counsel are relying thereon) that:

    


    
      	
               
      

            	
              (a)

            	
              the
      Subscriber is purchasing the Units as principal for its own account and
      not for the benefit of any other
person;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      Subscriber is an “accredited investor” within the meaning of National
      Instrument 45-106 on the basis that the undersigned fits within one of the
      categories of an “accredited investor” reproduced below beside which the
      undersigned has indicated the undersigned belongs to such
      category;

            


    

    


    
      	
               
      

            	
              (c)

            	
              the
      Subscriber was not created or used solely to purchase or hold securities
      as an accredited investor as described in paragraph (m) below;
      and

            


    

    


    
      	
               
      

            	
              (d)

            	
              upon
      execution of this Exhibit “C” by the Subscriber, this Exhibit “C” shall be
      incorporated into and form a part of the Subscription
      Agreement.

            


    

    


    (PLEASE
CHECK THE BOX OF THE APPLICABLE CATEGORY OF ACCREDITED INVESTOR)

    


    
      	o	
              (a)

            	
              a
      Canadian financial institution, or a Schedule III bank;

               

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

               

            
	o	(c)	
              a
      subsidiary of any person referred to in paragraphs (a) or (b), 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;

               

            
	o	(d)	
              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);

               

            
	o	(e)	
              an
      individual registered or formerly registered under the securities
      legislation of a jurisdiction of Canada as a representative of a person
      referred to in paragraph (d);

               

            
	o	(f)	
              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;

               

            
	o  	(g)	
              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;

               

            


    

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    
      	o	(h)	
              any
      national, federal, state, provincial, territorial or municipal government
      of or in any foreign jurisdiction, or any agency of that
      government;

               

            
	o	(i)	
              a
      pension fund that is regulated by either the Office of the Superintendent
      of Financial Institutions (Canada) or a pension commission or similar
      regulatory authority of a jurisdiction of Canada;

               

            
	o	(j)	
              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;

               

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

               

            
	o	(l)	
              an
      individual who, either alone or with a spouse, has net assets of at least
      $5,000,000;

               

            
	o	(m)	
              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;

               

            
	o	(n)	
              an
      investment fund that distributes or has distributed its securities only to
      (i) a person that is or was an accredited investor at the time of the
      distribution, (ii) a person that acquires or acquired securities in the
      circumstances referred to in sections 2.10 [Minimum amount
      investment] and 2.19 [Additional investment in
      investment funds] of NI45-106, or (iii) a person described in
      paragraph (i) or (ii) that acquires or acquired securities under section
      2.18 [Investment fund
      reinvestment] of NI45-106;

               

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

               

            
	o	(p)	
              a
      trust company or trust corporation registered or authorized to carry on
      business under the Trust
      and Loan Companies Act (Canada) or under comparable legislation in
      a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a
      fully managed account managed by the trust company or trust corporation,
      as the case may be;

               

            
	o	(q)	
              a
      person acting on behalf of a fully managed account managed by that person,
      if that person (i) is registered or authorized to carry on business as an
      adviser or the equivalent under the securities legislation of a
      jurisdiction of Canada or a foreign jurisdiction, and (ii) in Ontario, is
      purchasing a security that is not a security of an investment
      fund;

               

            
	o	(r)	
              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;

               

            
	o	(s)	
              an
      entity organized in a foreign jurisdiction that is analogous to any of the
      entities referred to in paragraphs (a) to (d) or paragraph (i) in form and
      function;

               

            
	o	(t)	
              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;

               

            


    

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

     

    
      	o	(u)	
              an
      investment fund that is advised by a person registered as an adviser or a
      person that is exempt from registration as an adviser, or

               

            
	o	(v)	
              a
      person that is recognized or designated by the securities regulatory
      authority or, except in Ontario and Québec, the regulator as (i) an
      accredited investor, or (ii) an exempt purchaser in Alberta or
      Ontario.

               

            


    

    


    For the
purposes hereof, the following definitions are included for
convenience:

    


    
      	
               
      

            	
              (a)

            	
              “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;

            


    

    


    
      	
               
      

            	
              (b)

            	
              “control
      person” has
      the same meaning as in securities legislation except in Manitoba,
      Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut,
      Ontario, Prince Edward Island and Québec where control person means any
      person that holds or is one of a combination of persons that holds (i) a
      sufficient number of any of the securities of an issuer so as to affect
      materially the control of the issuer, or (ii) more than 20% of the
      outstanding voting securities of an issuer except where there is evidence
      showing that the holding of those securities does not affect materially
      the control of the issuer;

            


    

    


    
      	
               
      

            	
              (c)

            	
              “entity”
      means a company, syndicate, partnership, trust or unincorporated
      organization;

            


    

    


    
      	
               
      

            	
              (d)

            	
              “financial
      assets” means cash, securities, or any a contract of insurance, a deposit
      or an evidence of a deposit that is not a security for the purposes of
      securities legislation;

            


    

    


    
      	
               
      

            	
              (e)

            	
              “founder” means, in respect
      of an issuer, a person who, (i) acting alone, in conjunction, or in
      concert with one or more persons, directly or indirectly, takes the
      initiative in founding, organizing or substantially reorganizing the
      business of the issuer, and (ii) at the time of the trade is actively
      involved in the business of the
issuer;

            


    

    


    
      	
               
      

            	
              (f)

            	
              “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;

            


    

    


    
      	
               
      

            	
              (g)

            	
              “investment
      fund” means a mutual fund or a non-redeemable investment fund, and, for
      greater certainty in Ontario, includes an employee venture capital
      corporation that does not have a restricted constitution, and is
      registered under Part 2 of the Employee Investment Act
      (Ontario), R.S.B.C. 1996 c. 112, and whose business objective is making
      multiple investments and a venture capital corporation registered under
      Part 1 of the Small
      Business Venture
      Capital Act (Ontario), R.S.B.C. 1996 c. 429 whose business
      objective is making multiple
investments;

            


    

    


    
      	
               
      

            	
              (h)

            	
              “mutual
      fund” means an issuer whose primary purpose is to invest money provided by
      its security holders and whose securities entitle the holder to receive on
      demand, or within a specified period after demand, an amount computed by
      reference to the value of a proportionate interest in the whole or in part
      of the net assets, including a separate fund or trust account, of the
      issuer;

            


    

    


    
      	
               
      

            	
              (i)

            	
              “non-redeemable
      investment fund” means an issuer,

            


    

    


    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

    (A) whose
primary purpose is to invest money provided by its securityholders,

    


    (B) that
does not invest,

    


    (i) 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

    


    (ii) 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

    


    (C) that
is not a mutual fund;

    


    
      	
               
      

            	
              (j)

            	
              “related
      liabilities” means liabilities incurred or assumed for the purpose of
      financing the acquisition or ownership of financial assets and liabilities
      that are secured by financial
assets;

            


    

    


    
      	
               
      

            	
              (k)

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

            


    

    


    
      	
               
      

            	
              (l)

            	
              “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

            


    

    


    
      	
               
      

            	
              (m)

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

            


    

    


    In NI
45-106 a person or company is an affiliate of another person or company if one
of them is a subsidiary of the other, or if each of them is controlled by the
same person.

    


    In NI
45-106 a person (first person) is considered to control another person (second
person) if (a) the first person, directly or indirectly, beneficially owns or
exercises control or direction over securities of the second person carrying
votes which, if exercised, would entitle the first person to elect a majority of
the directors of the second person, unless that first person holds the voting
securities only to secure an obligation, (b) the second person is a partnership,
other than a limited partnership, and the first person holds more than 50% of
the interests of the partnership, or (c) the second person is a limited
partnership and the general partner of the limited partnership is the first
person.

    


    The
foregoing representations contained in this certificate are true and accurate as
of the date of this certificate and will be true and accurate as of the Closing
Time.  If any such representations shall not be true and accurate
prior to the Closing Time, the undersigned shall give immediate written notice
of such fact to the Company prior to the Closing Time.

    


    
      	
              Dated:

            	
               

            	 
      	
              Signed:

            	
               

            
	 
      	 
      	 
      
	 	 	 
	
              Witness
      (If Subscriber is an individual)

            	 
      	
              Print
      the name of Subscriber

            
	 
      	 
      	 
      
	 
      	 
      	 
	
              Print
      the name of Witness

            	 
      	
              If
      Subscriber is a corporation,

              print
      name and title of Authorized Signing
Officer

            


    

     

    A-6