Striker Energy Corp.: Exhibit 10.6 - 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 Pages 10 and 11 of
      this Subscription Agreement.

	 	 
	2. 	
      DELIVER the original Promissory Note (as defined
      below), together with one originally executed copy of this entire
      Subscription Agreement, to Striker Energy Corp.,
at




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



	3. 	
      FAX a copy of Pages 10 and 11 of this Subscription
      Agreement 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.







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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") 
	  	405 Trimmer Road 
	  	Suite 200, 
	  	Califon, NJ 07830 


Purchase of Units

	1. 	SUBSCRIPTION 


1.1 The undersigned (the "Subscriber") is the holder of
a promissory note (the “Promissory Note”) dated September 16, 2010,
issued by the Company in the original principal amount of $200,000 (the
“Principal Amount”). The Principal Amount has earned interest at the rate
of five percent per annum since the date of the Promissory Note and the total
amount of interest due through the date of this Subscription Agreement is $5,000
(the “Accrued Interest”). The Subscriber hereby irrevocably subscribes
for and agrees to purchase the number of Units (the “Units”) specified on Page
10 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 (the “Subscription Price”) specified on Page 10
of this Subscription Agreement. The Subscription Price shall be paid by applying
the Principal Amount and the Accrued Interest and the Promissory Note shall be
marked “PAID” at closing, all 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 of a share purchase warrant (together or individually; the
"Securities"). Each whole share purchase warrant (each a
“Warrant”) will entitle the holder to purchase one share of the Company’s
common stock for $1.75 per share until the second anniversary of the date on
which the Warrant is issued.

1.3 The Company hereby agrees to sell the Shares to the
Subscriber on the basis of the representations and warranties and subject to the
terms and conditions set forth herein. Subject to the terms hereof, the
Subscription 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.




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	2. 	PAYMENT 


2.1 The original Promissory Note must accompany this
Subscription Agreement. The Subscriber hereby authorizes the Company to mark the
Promissory Note as “PAID” at closing. In the event that the aggregate sum of the
Principal Amount and the Accrued Interest is for an amount greater than the
Subscription Price, the Company will pay the difference to the Subscriber by way
of wire transfer to the Subscriber at Closing, pursuant to wire transfer
instructions to be supplied by the Subscriber to the Company at or prior to
Closing.

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

	3. 	CLOSING 


3.1 Closing (the “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").

	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 or that is publicly available on the EDGAR website
      maintained by the Securities and Exchange Commission (the “SEC”)
      (collectively, 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;

	 	 	 
	 	(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;







- 4 -

	 	(g) 	
      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;

	 	 	 	 
	 	(h) 	
      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;

	 	 	 	 
	 	(i) 	
      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;

	 	 	 	 
	 	(j) 	
      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;

	 	 	 	 
	 	(k) 	
      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;

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

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

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

	 	 	 	 
	 	(o) 	
      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) 	
      the Subscriber is not a U.S. Person (as defined in
      Regulation S) and is outside the United States when receiving and
      executing this Subscription Agreement;

	 	 	 
	 	(b) 	
      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;

	 	 	 
	 	(c) 	
      the Subscriber is resident in the jurisdiction set out on
      Page 10 of this Subscription Agreement;







- 5 -

	 	(d) 	
      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;

	 	 	 	 	 
	 	(e) 	
      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);

	 	 	 	 	 
	 	(f) 	
      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;

	 	 	 	 	 
	 	(g) 	
      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;







- 6 -

	 	(h) 	
      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;

	 	 	 	 
	 	(i) 	
      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;

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

	 	 	 	 
	 	(k) 	
      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;

	 	 	 	 
	 	(l) 	
      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;

	 	 	 	 
	 	(m) 	
      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;

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

	 	 	 	 
	 	(o) 	
      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;

	 	 	 	 
	 	(p) 	
      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;

	 	 	 	 
	 	(q) 	
      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;

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

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

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

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

	 	 	 	 
	 		(iv) 	
      that any of the Securities will be listed and posted for
      trading on any stock exchange or that application has been made to list
      and post any of the Securities of the Company on any stock exchange;
      and







- 7 -

	 	(s) 	
      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. 	INDEMNITY AND HOLD HARMLESS
  


6.1 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;

	7. 	ACKNOWLEDGEMENT AND WAIVER
  


7.1 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.

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


8.1 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 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.

	9. 	RESALE RESTRICTIONS



9.1 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.




- 8 -

9.2 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.

	10. 	COLLECTION OF PERSONAL
      INFORMATION 


10.1 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
applicable law 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 the
Corporation may deliver to 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,

	11. 	COSTS 


11.1 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.

	12. 	GOVERNING LAW



12.1 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.

	13. 	SURVIVAL 


13.1 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.

	14. 	ASSIGNMENT 


14.1 This Subscription Agreement is not transferable or
assignable.

	15. 	SEVERABILITY 


15.1 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.




- 9 -

	16. 	ENTIRE AGREEMENT



16.1 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.

	17. 	NOTICES 


17.1 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 10 and notices to the Company shall be
directed to it at the New Jersey address stated on the first page of this
Subscription Agreement.

	18. 	COUNTERPARTS AND ELECTRONIC MEANS
    


18.1 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.

Present Ownership of Securities

The Subscriber either [check appropriate
box]:

	[ ] 	beneficially owns no common shares of the
      Company (“Common Shares”) or securities convertible into Common
      Shares; or 
	  	 
	[ ] 	
      beneficially owns ______________ Common Shares which
      includes ________________ Common Shares and/or convertible securities
      entitling the Subscriber to acquire an additional ______________ Common
      Shares. 



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.

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




- 10 -

	Details of Subscriber: 	 	  
	  	 	Number of Units: 
	 	 	 
	(Name of Subscriber - please print) 	 	 
    
	 	 	 
	 	 	 
	By: 	 	Aggregate Subscription Price:
      U.S.$ 
	         (Authorized
      Signature) 	 	(the “Subscription Price”) 
	 	 	 
	 	 	 
			Details of Beneficial Purchaser (if not the same
      as Subscriber): 
	 	 	 
	(Official Capacity or Title - please print) 	 	  
	 	 	 
	 	 	 
	(Please print name of individual whose signature 	 	(Name of Beneficial Purchaser) 
	appears above if different than the name of the 	 	  
	Subscriber printed above.) 	 	  
	  	 	(Beneficial Purchaser’s Address) 
	Dated November , 2010 	 	  
	 	 	 
	  	 	(Beneficial Purchaser’s Telephone Number) 
	(Subscriber's Address) 	 	  
	 	 	 
	 	 	 
	(Subscriber's Address) 	 	  
	 	 	 
	 	 	 
	(Telephone Number) 	 	  
	 	 	 
	 	 	 
	(E-Mail Address) 	 	  
	 	 	 
	 	 	 
	Register the Units as set forth below: 	 	Deliver the Units as set forth below:
    
	 	 	 
	 	 	 
	(Name) 	 	(Name) 
	 	 	 
	 	 	 
	(Account reference, if applicable) 	 	(Account reference, if applicable) 
	 	 	 
	 	 	 
	(Address) 	 	(Contact Name) 
	 	 	 
	 	 	 
	(Address) 	 	(Address) 
	 	 	 
	 	 	 
	  	 	(Address) 
	 	 	 


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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 November, 2010.

STRIKER ENERGY CORP.

	Per: 		 
	 	JOSEPH CARUSONE