Striker Energy Corp.: Exhibit 10.2 - Filed by newsfilecorp.com






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

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

PRIVATE PLACEMENT SUBSCRIPTION

STRIKER ENERGY CORP.

PRIVATE PLACEMENT

INSTRUCTIONS TO SUBSCRIBER:

	1. 	
      COMPLETE the information on Page 12 of this
      Subscription Agreement.

	 	 
	2. 	
      COMPLETE the Questionnaire attached as Schedule A
      to this Subscription Agreement (the "Questionnaire").

	 	 
	3. 	
      DELIVER the Subscription Proceeds, in the form of
      wire transfer (wire transfer instructions will be provided upon request),
      together with one originally executed copy of this entire Subscription
      Agreement (including the Questionnaire), to Striker Energy Corp.,
  at




	Striker Energy Corp. 
	360 Bay Street, Suite 901 
	Toronto, Ontario M5H 2V6 
	Attention: Joseph Carusone 



	4. 	
      FAX a copy of Page 12 of this Subscription
      Agreement, and all pages of the Questionnaire to Striker Energy Corp.,
      attention Joseph Carusone at (416) 352-5239.

	 	 
		
      If you have any questions please contact Joseph Carusone
      at: 1 (416) 489-0093.







Page 2 of 20

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

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT
RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, NOR 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.

PRIVATE PLACEMENT SUBSCRIPTION
(Non U.S. Subscribers
Only)

	TO: 	STRIKER ENERGY CORP. (the
      "Company") 
	  	360 Bay Street, Suite 901 
	  	Toronto, Ontario M5H 2V6 
	  	Canada 


Purchase of Units

	1. 	SUBSCRIPTION 


1.1 The undersigned (the "Subscriber") hereby
irrevocably subscribes for and agrees to purchase Units (the "Units") in
the amount set out on Page 12 of this Subscription Agreement, at a price of
US$1.00 per Unit (such subscription and agreement to purchase being the
"Subscription"), for the total subscription price as set out on Page 12
of this Subscription Agreement (the "Subscription Proceeds"), which
Subscription Proceeds are tendered herewith, on the basis of the representations
and warranties and subject to the terms and conditions set forth herein.

1.2 Each Unit consists of one share of the Company’s common
stock and one-half common stock share purchase warrant (together or
individually; the "Securities"). Redeeming one whole warrant (two half
warrants) will allow the holder to purchase the Company’s common stock for $1.75
per share for the 24 months immediately subsequent to the date on which the
Securities are issued.

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

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

	2. 	PAYMENT 


2.1 The Subscription Proceeds must accompany this Subscription
Agreement or they must be wired directly to the Company in accordance with wire
instructions that will be provided by the Company on request.




Page 3 of 20

2.2 The Company may treat the Subscription Proceeds as a
non-interest bearing loan and may use the Subscription Proceeds prior to this
Subscription Agreement being accepted by the Company.

2.3 The Subscriber must complete, sign and return to the
Company an executed copy of this Subscription Agreement and the Questionnaire
attached hereto as Schedule A (the “Questionnaire”).

2.4 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, stock exchanges and applicable law.

	3. 	CLOSING 


3.1 Closing of the purchase and sale of the Units shall occur
on or before NOVEMBER 30, 2010, or on such other date or dates as may be
determined by the Company in its sole discretion (the "Closing Date"),
but there is no minimum number of Units being offered. The Subscriber
acknowledges that Units may be issued to other subscribers under this offering
(the "Offering"), and that these may close before, on or after the
Closing Date.

	4. 	ACKNOWLEDGEMENTS OF SUBSCRIBER
  


4.1 The Subscriber acknowledges and agrees that:

	 	(a) 	
      the Securities have not been registered under the U.S.
      Securities Act of 1933, as amended (the "1933 Act"), or under any
      securities or "blue sky" laws of any state of the United States and are
      being offered only in a transaction not involving any public offering
      within the meaning of the 1933 Act, and, unless so registered, may not be
      offered or sold in the United States or to a U.S. Person, as that term is
      defined in Regulation “S” (“Regulation “S”) promulgated by the
      Securities and Exchange Commission (the “SEC”) pursuant to the 1933
      Act, except pursuant to an effective registration statement under the 1933
      Act, or pursuant to an exemption from, or in a transaction not subject to,
      the registration requirements of the 1933 Act, and in each case only in
      accordance with applicable state securities laws;

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

	 	 	 
	 	(c) 	
      the decision to execute this Subscription Agreement and
      purchase the Units 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 solely upon information provided by the Company
      in this document (the "Company Information").

	 	 	 
	 	(d) 	
      the Subscriber and the Subscriber's advisor(s) have had a
      reasonable opportunity to review the Company Information and to ask
      questions of and receive answers from the Company regarding the Offering,
      and to obtain additional information, to the extent possessed or
      obtainable without unreasonable effort or expense, necessary to verify the
      accuracy of the information contained in the Company Information, or any
      other document provided to the Subscriber;

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







Page 4 of 20

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

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

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

	 	 	 	 
	 	(i) 	
      the Subscriber has been advised to consult the
      Subscriber’s own legal, tax and other advisors with respect to the merits
      and risks of an investment in the Shares and with respect to the
      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;

	 	 	 	 
	 	(j) 	
      the Subscriber has not acquired the Units as a result of,
      and 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;

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

	 	 	 	 
	 	(l) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer and sale of the Units, 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;

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







Page 5 of 20

	 	(n) 	
      the Securities are not listed on any stock exchange and
      no representation has been made to the Subscriber that any of the
      Securities will become listed on any stock exchange;

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

	 	 	 
	 	(p) 	
      no documents in connection with this Offering have been
      reviewed by the SEC, nor by any other state securities
    administrators;

	 	 	 
	 	(q) 	
      there is no government or other insurance covering any of
      the Securities; and

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




	5. 	REPRESENTATIONS, WARRANTIES AND COVENANTS
      OF THE SUBSCRIBER 


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

	 	(a) 	
      by completing the Questionnaire, the Subscriber is
      representing and warranting that the Subscriber satisfies one of the
      categories of registration and prospectus exemptions provided in National
      Instrument 45-106 Prospectus and Registration Exemptions ("NI
      45-106") adopted by the Ontario Securities Commission (the
      "OSC") and:

	 	 	 	 
	 		(i) 	
      is either purchasing the Units (A) as principal and not
      for the benefit of any other person, or is deemed under NI 45-106 to be
      purchasing the Units as principal, or (B) as agent for a beneficial
      purchaser disclosed in this Subscription Agreement, and is an agent or
      trustee with proper authority to execute all documents required in
      connection with the purchase of the Units on behalf of such disclosed
      beneficial purchaser and such disclosed beneficial purchaser for whom the
      Subscriber is contracting hereunder is purchasing as principal and not for
      the benefit of any other person, or is deemed under NI 45-106 to be
      purchasing the Units as principal, and such disclosed beneficial purchaser
      satisfies one of the categories of registration and prospectus exemptions
      provided in NI 45-106;

	 	 	 	 
	 		(ii) 	
      if the Subscriber is, or the beneficial purchaser for
      whom the Subscriber is contracting hereunder is, as the case may be, a
      person, other than an individual or investment fund, that has net assets
      of at least CDN$5,000,000, the Subscriber was not, or the beneficial
      purchaser for whom the Subscriber is contracting hereunder was not, as the
      case may be, created or used solely to purchase or hold securities as an
      accredited investor; and

	 	 	 	 
	 		(iii) 	
      the Subscriber has concurrently executed and delivered a
      certificate in the form attached as Schedule “A” hereto.

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

	 	 	 	 
	 	(c) 	
      the Subscriber is not a “U.S. Person”, as defined in
      Regulation S;

	 	 	 	 
	 	(d) 	
      the Subscriber is not acquiring the Units for the account
      or benefit of, directly or indirectly, any U.S. Person, as defined in
      Regulation S;







Page 6 of 20

	 	(e) 	
      the Subscriber is resident in the jurisdiction set out on
      Page 12 of this Subscription Agreement;

	 	 	 	 	 
	 	(f) 	
      the Subscriber:

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

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

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

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

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

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

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

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

	 	 	 	 	 
	 	(h) 	
      the Subscriber acknowledges that it has not acquired the
      Units as a result of, and 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;

	 	 	 	 	 
	 	(i) 	
      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;







Page 7 of 20

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

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

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

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

	 	 	 	 
	 	(n) 	
      the Subscriber has the degree of knowledge, education and
      experience in financial and business matters as to enable the Subscriber
      to evaluate the merits and risks of the investment in the Units and the
      Company;

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

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

	 	 	 	 
	 	(q) 	
      the Subscriber is not an underwriter of, or dealer in,
      the Company's Securities, nor is the Subscriber participating, pursuant to
      a contractual agreement or otherwise, in the distribution of the
    Units;

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

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

	 	 	 	 
	 	(t) 	
      the Subscriber is not aware of any advertisement of any
      of the Securities and is not acquiring the Units 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;

	 	 	 	 
	 	(u) 	
      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,







Page 8 of 20

	 		(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 that application has been made to list
      and post any of the Securities of the Company on any stock exchange;
      and

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

	 	 	 	 
	 		(i) 	
      a fully completed and executed Questionnaire in the form
      attached hereto as Schedule A, and

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



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

	6. 	ACKNOWLEDGEMENT AND WAIVER
  


6.1 The Subscriber has acknowledged that the decision to
purchase the Units was made based solely on the Company Information. The
Subscriber hereby waives, to the fullest extent permitted by law, any rights of
withdrawal, rescission or compensation for damages to which the Subscriber might
be entitled in connection with the distribution of any of the Securities.
Because the Subscriber is not purchasing the Units under a prospectus, the
Subscriber will not have the civil protections, rights and remedies that would
otherwise be available to the Subscriber under the securities laws in Canada,
including statutory rights of rescission or damages.

	7. 	REPRESENTATIONS AND WARRANTIES WILL BE
      RELIED UPON BY THE COMPANY 


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

	8. 	RESALE RESTRICTIONS



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




Page 9 of 20

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

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

8.4 By executing and delivering this Subscription Agreement,
the Subscriber has directed the Company not to include the Canadian Legend on
any certificates representing the Securities to be issued to the Subscriber.

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

8.6 No Securities of any class of the Company shall be
transferred without the approval of the directors, provided that approval of any
transfer of Securities may be given as aforesaid after the transfer has been
effected upon the records of the Company, in which event, unless the said
approval stipulates otherwise, the said transfer shall be valid and shall take
effect as from the date of its very entry upon the books of the Company. This
covenant shall survive the Closing.

	9. 	COLLECTION OF PERSONAL
      INFORMATION 


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

Furthermore, the Subscriber is hereby notified that:

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

	 	 	 
	 	(b) 	
      such information is being collected indirectly by the
      Ontario Securities Commission under the authority granted to it in
      securities legislation,







Page 10 of 20

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

	 	 	 
	 	(d) 	
      the Subscriber may contact the following public official
      in Ontario with respect to questions about the Ontario Securities
      Commission’s indirect collection of such information at the following
      address and telephone number:

	 	 	 
	 		
      Administrative Assistant to the Director of Corporate
      Finance 
Ontario Securities Commission 
Suite 1903, Box 55, 20 Queen
      Street West 
Toronto, Ontario, M5H 3S8 
Telephone: (416)
    593-8086




	10. 	COSTS 


10.1 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
Units shall be borne by the Subscriber.

	11. 	GOVERNING LAW



11.1 This Subscription Agreement is governed by the laws of the
State of Nevada. The Subscriber, in its personal or corporate capacity and, if
applicable, on behalf of each beneficial purchaser for whom it is acting,
irrevocably attorns to the exclusive jurisdiction of the Courts of the State of
Nevada.

	12. 	SURVIVAL 


12.1 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 Units by the Subscriber
pursuant hereto.

	13. 	ASSIGNMENT 


13.1 This Subscription Agreement is not transferable or
assignable.

	14. 	SEVERABILITY 


14.1 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.

	15. 	ENTIRE AGREEMENT



15.1 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 Units 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.




Page 11 of 20

	16. 	NOTICES 


16.1 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 delivery address on Page 12 and notices to the Company shall be
directed to it at the address stated on the first page of this Subscription
Agreement.

	17. 	COUNTERPARTS AND ELECTRONIC MEANS
    


17.1 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.




Page 12 of 20

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

DELIVERY AND REGISTRATION INSTRUCTIONS

	1. 	Delivery - please make deliveries to
      the following address: 
	 	 
	 	 
	  	(name) 
	 	 
	 	 
	  	(address) 
	 	 
	2. 	Registration - registration of the
      Shares should be made as follows: 
	 	 
	 	 
	  	(name) 
	 	 
	 	 
	  	(address) 
	 	 
	3. 	
      The undersigned hereby acknowledges that he or she will
      deliver to the Company all such additional completed forms in respect of
      the Subscriber's purchase of the Shares as may be required for filing with
      the appropriate securities regulatory authorities. 

	  	  	 	  
	 	 	 	 
	  	 (Name of Subscriber – Please type or
      print) 	 	(Address of Subscriber) 
	 	 	 	 
	 	 	 	 
	  	 (Name of Signatory and Office, if for a
      body 	 	(City, State, and Zip Code of Subscriber)
	  	 corporate – Please type or print) 	 	  
	 	 	 	 
	 	 	 	 
	  	 (Signature) 	 	(Country of Subscriber) 
	 	 	 	 
	 	 	 	 
	  	 (Number of Units to be Purchased) 	 	(Fax Number) 
	 	 	 	 
	 	 	 	 
	  	 (Total Subscription Price) 	 	(Email Address) 






Page 13 of 20

A C C E P T A N C E

The above-mentioned Subscription Agreement in respect of the
units is hereby accepted by STRIKER ENERGY CORP.

DATED at Toronto, Ontario, the _____day of __________________,
2010.

STRIKER ENERGY CORP.

	Per: 		 
	 	JOSEPH CARUSONE 	 






SCHEDULE A

QUESTIONNAIRE

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

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

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

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

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






- 2 -

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

	 	  	
	 	  	
   

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

	 	  	
   

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

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

	 	  	 	
   

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

	 	  	 	
   

			[ ] 	
      (c) a subsidiary of any person referred to in any of the
      foregoing categories, if the person owns all of the voting securities of
      the subsidiary, except the voting securities required by law to be owned
      by directors of that subsidiary; 

	 	  	 	
   

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

	 	  	 	
   

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

	 	  	 	
   

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


	 	  	 	
   

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

	 	  	 	
   

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

	 	  	 	
   

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

	 	  	 	
   

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








- 3 -


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

	 	  	 	
     

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

	 	  	 	
     

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

	 	  	 	
     

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

	 	  	 	
     

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

	 	  	 	
     

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

	 	  	 	
     

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

	 	  	 	
     

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

	 	  	 	
     

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

	 	  	 	
     

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

	 	  	 	
     

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

	 	  	 	
     

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

	 	  	 	 
		5. 	
      If on the date that this Questionnaire is signed the
      Company and the Subscriber wish to rely on the exemption for private
      companies contained in Part 2.4 of NI 45-106, the Subscriber represents
      and warrants to the Company that it is either: 

	 	  	 	  	  
	 	  	(A) 	
      a director, officer, employee, founder or control person
      of the issuer 
	[ ] 






- 4 -

		(B) 	
      a spouse, parent, grandparent, brother, sister or child
      of a director, executive officer, founder or control person of the issuer
      
	[ ] 
	 	 	
     
	 
		(C) 	
      a parent, grandparent, brother, sister or child of the
      spouse of a director, executive officer, founder or control person of the
      issuer 
	[ ] 
	 	 	
     
	 
		(D) 	
      a close personal friend of a director, executive officer,
      founder or control person of the issuer 
	[ ] 
	 	 	
     
	 
		(E) 	
      a close business associate of a director, executive
      officer, founder or control person of the issuer 
	[ ] 
	 	 	
     
	 
		(F) 	
      a spouse, parent, grandparent, brother, sister or child
      of the selling security holder or of the selling security holder’s spouse
      
	[ ] 
	 	 	
     
	 
	 	(G) 	
    a security holder of the issuer 
	[ ] 
	 	 	
     
	 
	 	(H) 	
    an accredited investor 
	[ ] 
	 	 	
     
	 
		(I) 	
      a person of which a majority of the voting securities are
      beneficially owned by, or a majority of the directors are, persons
      described in paragraphs (a) to (h) 
	[ ] 
	 	 	
     
	 
		(J) 	
      a trust or estate of which all of the beneficiaries or a
      majority of the trustees or executors are persons described in paragraphs
      (a) to (h), or 
	[ ] 
	 	 	
     
	 
	 	(K) 	
    a person that is not the public 
	[ ] 


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

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

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






- 5 -

For the purposes of this Questionnaire, the following
definitions are included for convenience: 

	 	(a) 	
      “affiliate” means that an issuer is an affiliate of
      another issuer if:

	 	 	 	 	 
	 		(i) 	
      one of them is the subsidiary of the other, or

	 	 	 	 	 
	 		(ii) 	
      each of them is controlled by the same person.

	 	 	 	 	 
	 	(b) 	
      “Canadian financial institution” means

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

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

	 	 	 	 	 
	 	(c) 	
      “company” means any corporation, incorporated
      association, incorporated syndicate or other incorporated
    organization;

	 	 	 	 	 
	 	(d) 	
      “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
      Quebec 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.

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

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

	 	 	 	 	 
	 	(g) 	
      “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;

	 	 	 	 	 
	 	(h) 	
      “mutual fund” means:

	 	 	 	 	 
	 		(i) 	
      for the purposes of British Columbia law,

	 	 	 	 	 
	 			(A) 	
      an issuer of a security that entitles 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 a part of the net assets, including a separate fund or trust
      account, of the issuer of the security,

	 	 	 	 	 
	 			(B) 	
      an issuer described in an order that the commission may
      make under section 3.2 of the Securities Act (B.C.),
and







- 6 -

	 			(C) 	an issuer that is in a class of prescribed
issuers,
	 	 	 	 	 
	 			but does not include an issuer, or a class of
      issuers, described in an order that the commission may make under section
      3.1 of the Securities Act (B.C.);
	 	 	 	 	 
	 		(ii) 	
      for the purposes of Alberta law,

	 	 	 	 	 
	 			(A) 	
      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, or

	 	 	 	 	 
	 			(B) 	
      an issuer that is designated as a mutual fund under
      section 10 of the Alberta Securities Act (Alberta) or in accordance with
      the regulations,

	 	 	 	 	 
	 			
      but does not include an issuer, or class of issuers, that
      is designated under section 10 of the Alberta Securities Act (Alberta) not
      to be a mutual fund;

	 	 	 	 	 
	 		(iii) 	
      for the purposes of Ontario law, 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 as a
      proportionate interest in the whole or in part of the net assets,
      including a separate fund or trust account, of the issuer;

	 	 	 	 	 
	 		(iv) 	
      for the purposes of Quebec law, a company issuing shares
      which must, on request of the holder, redeem them at their net asset
      value;

	 	 	 	 	 
	 	(i) 	
      “non-redeemable investment fund” means an
  issuer:

	 	 	 	 	 
	 		(i) 	
      whose primary purpose is to invest money provided by its
      security holders;

	 	 	 	 	 
	 		(ii) 	
      that does not invest,

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

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

	 	 	 	 	 
	 		(iii) 	
      that is not a mutual fund;

	 	 	 	 	 
	 	(j) 	
      “person” includes

	 	 	 	 	 
	 		(i) 	
      an individual,

	 	 	 	 	 
	 		(ii) 	
      a corporation,

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

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







- 7 -

	 	(k) 	
      “portfolio adviser” means:

	 	 	 	 
	 		(i) 	
      a portfolio manager; or

	 	 	 	 
	 		(ii) 	
      a broker or investment dealer exempted from registration
      as an adviser under section 148 of the regulation made under the
      Securities Act (Ontario) if that broker or investment dealer is not exempt
      from the by-laws or regulations of the Toronto Stock Exchange or the
      Investment Dealers’ Association of Canada referred to in that
    section;

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

	 	 	 	 
	 	(m) 	
      “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);

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