Park Place Energy Corp.: Exhibit 10.1 - Filed by newsfilecorp.com






NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT
SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES HAVE BEEN
REGISTERED UNDER THE SHAREED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE
MAY BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED
HEREIN) EXCEPT 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. 

PARK PLACE ENERGY CORP. 

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

ACCREDITED INVESTORS (U.S. AND NON-U.S.) 

INSTRUCTIONS TO PURCHASER 

	1) 	
      This Subscription Agreement is for use by U.S. and
      Non-U.S. Accredited Investors.

	 	 
	2) 	
      COMPLETE the information on page 2 of this
      Subscription Agreement.

	 	 
	3) 	
      All investors, please COMPLETE the Questionnaire
      attached on page 11 of this Subscription Agreement.

	 	 
	4) 	
      If a Canadian resident, COMPLETE the Canadian
      Questionnaire on page 15 of this Subscription Agreement.

	 	 
	5) 	
      All other information must be filled in where
      appropriate.



1 




PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT


TO: PARK PLACE ENERGY CORP. (the “Issuer”) 

Subject and pursuant to the Terms (as defined below), the
General Provisions (as defined below) and the other attached schedules and
appendices, all of which are hereby incorporated herein by reference, the
Purchaser hereby irrevocably subscribes for, and on the Closing Date (as defined
below) will purchase from the Issuer, the following securities at the following
price: 


	_____________________ Shares 
 
	U.S.$0.25 per Share for a total purchase price of U.S.$
      ________ 
 
	The Purchaser owns, directly or indirectly, the following
      securities of the Issuer: 
 
	   
	[Check if applicable] The Purchaser is
      [     ] an affiliate of the Issuer or
      [     ] a professional advisor of the Issuer.
  



The Purchaser directs the Issuer to issue, register and deliver
the certificates representing the Shares as follows: 


	REGISTRATION INSTRUCTIONS 	 	DELIVERY INSTRUCTIONS 
	 	 	 
	Name to appear on
      certificate 	 	Name
      and account reference, if applicable 
	 	 	 
	 	 	 
	Account reference if
      applicable 	 	Contact
      name 
	 	 	 
	 	 	 
	Address 	 	Address
    
	 	 	 
	 	 	 
	  	 	Telephone Number 



EXECUTED by the Purchaser on this _______ day of
_______________ , 2014. By executing this Subscription Agreement, the Purchaser
certifies that the Purchaser is a resident in the jurisdiction shown as the
“Address of Purchaser”.


	WITNESS: 	 	EXECUTION BY PURCHASER: 
	 	 	X 
	Signature of Witness
    	 	Signature of individual (if Purchaser is an individual)
    
	 	 	 
	 	 	X 
	Name of Witness 	 	Authorized signatory (if Purchaser is not an
      individual) 
	 	 	  
	 	 	 
	Address of Witness
    	 	Name of
      Purchaser (please print) 
	 	 	  
	 	 	 
	 	 	Name of
      authorized signatory (please print) 
	Accepted this ________day
      of  ______________, 2014 	 	 
    
	 	 	 
	 	 	Address
      of Purchaser (residence) 
	PARK PLACE
      ENERGY CORP. 	 	 
    
	By: 	 	  
	 	 	Telephone Number 
	Authorized Signatory
    	 	 
    
	 	 	 
	 	 	*E-mail
      address 
	 	 	  
	 	 	  
	 	 	  
	 	 	 
	 	 	Social Security/Tax I.D. No.




*Required from all Purchasers 

By signing this acceptance, the Issuer agrees to be bound by
the Terms, the General Provisions and the other attached schedules and
appendices, all of which are incorporated herein by reference. If funds are
delivered to the Issuer’s lawyers, they are authorized to release the funds to
the Issuer without further authorization from the Purchaser. 

2 





	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 3 of 16 


TERMS 

	Reference date of this Subscription
	  
	Agreement 	May 6, 2014 (the “Agreement Date”)

	 	 
	The Offering 
	  	  
	The Issuer 	PARK PLACE ENERGY CORP. 
	 	 
	Offering 	This offering consists of Shares
      (“Shares”) at U.S. $0.25 per Share. 
	 	 
	Purchased Shares 	The “Purchased Shares” are the Shares
      that the Purchaser agrees to purchase pursuant to this Agreement. 
	 	 
	Offering Restrictions 	This Offering is not subject to any minimum
      number of Shares being sold. 
	 	 
	Issue Price 	U.S. $0.25 per Share. 
	 	 
	Selling Jurisdictions 	The Shares may be sold only in jurisdictions
      where they may be lawfully sold (the “Selling Jurisdictions”).
  
	 	 
	Securities Exemptions 	The Offering will be made in accordance with
      the following exemptions from registration: 



	 	(a) 	
      the exemption provided by Rule 506(b) of Regulation D
      promulgated under the 1933 Act for offerings to Accredited Investors (as
      defined in Regulation D); or

	 	 	 
	 	(b) 	
      the exemption afforded by Regulation S of the 1933 Act
      for offerings of securities in an offshore transaction to persons who are
      not U.S. persons; or

	 	 	 
	 	(c) 	
      the Accredited Investor exemption defined in Canadian
      National Instrument 45-106; or

	 	 	 
	 	(d) 	
      with the approval of the Issuer, such other exemptions as
      may be available pursuant to the securities laws of the Selling
      Jurisdictions.




	Closing Date 	On or before May 30, 2014, or on such other
      date determined by the Issuer in its discretion. 







	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 4 of 16 



	Resale restrictions and legends 	
      The Purchaser acknowledges that the certificates
      representing the Purchased Shares will bear the following legends:
  

	  	
       

	  	
      For U.S. purchasers: 

	  	
       

		
      “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
      REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
      “1933 ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE
      TRANSFERRED ONLY PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
      1933 ACT OR: (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN
      COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT, (C) IN
      COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE
      1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE
      WITH APPLICABLE STATE SECURITIES LAWS, OR (D) WITH THE PRIOR CONSENT OF
      THE ISSUER, IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE
      1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS,;AND ONLY AFTER THE
      HOLDER HAS FURNISHED TO THE ISSUER AN OPINION TO SUCH EFFECT FROM COUNSEL
      OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE ISSUER PRIOR TO SUCH
      OFFER, SALE, PLEDGE OR TRANSFER.” 

	  	
       

	  	
      For Non-U.S. purchasers: 

	  	
       

		
      THE SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED
      PURSUANT 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 REPRESENTED HEREBY 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. 

	  	
       

		
      Purchasers are advised to consult with their own legal
      counsel or advisors to determine the resale restrictions that may be
      applicable to them. 








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 5 of 16 


GENERAL PROVISIONS 

1. DEFINITIONS 

1.1 In the Subscription Agreement (including the first (cover)
page, the Terms, these General Provisions and the other schedules,
questionnaires and appendices incorporated by reference), the following words
have the following meanings unless otherwise indicated: 

	 	(a) 	
      “1933 Act” means the United States Securities Act
      of 1933, as amended;

	 	 	 
	 	(b) 	
      “Closing” means the completion of the sale and
      purchase of the Purchased Shares;

	 	 	 
	 	(c) 	
      “Closing Date” means the date on which the Closing
      occurs, which shall be on or before May 30, 2014, or on such other date
      determined by the Issuer in its discretion;

	 	 	 
	 	(d) 	
      “General Provisions” means those portions of the
      Subscription Agreement headed “General Provisions” and contained on
      pages 5 to 10 herein;

	 	 	 
	 	(e) 	
      “Private Placement” means the offering of the
      Shares on the terms and conditions of this Subscription
  Agreement;

	 	 	 
	 	(f) 	
      “Purchased Shares” has the meaning assigned in the
      Terms;

	 	 	 
	 	(g) 	
      “Regulatory Authorities” means the governmental or
      other authorities with jurisdiction over the Issuer;

	 	 	 
	 	(h) 	
      “Shares” has the meaning assigned in the
    Terms;

	 	 	 
	 	(i) 	
      “SEC” means the United States Securities and
      Exchange Commission;

	 	 	 
	 	(j) 	
      “Subscription Agreement” means this Agreement,
      including all schedules and appendices incorporated by reference;
    and

	 	 	 
	 	(k) 	
      “Terms” means those portions of the Subscription
      Agreement headed “Terms” and contained on pages 3 to 4
  herein.



1.2 In this Subscription Agreement, the following terms have
the meanings defined in Regulation S under the 1933 Act: “Offshore”,
“U.S. Person” and “United States”. 

1.3 In this Subscription Agreement, unless otherwise specified,
currencies are indicated in U.S. dollars. 

1.4 In this Subscription Agreement, other words and phrases
that are capitalized have the meanings assigned to them in the body hereof. 

2. ACKNOWLEDGMENTS, REPRESENTATIONS AND
WARRANTIES OF PURCHASER 

2.1 Acknowledgments concerning offering 

The Purchaser acknowledges that: 

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









	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 6 of 16 



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

	 	 	 
	 	(c) 	
      the Issuer has not undertaken, and will have no
      obligation, to register any of the Shares under the 1933 Act or to
      facilitate sales pursuant to Regulation S or Rule 144 under the 1933 Act,
      or pursuant to the laws of any other jurisdiction;

	 	 	 
	 	(d) 	
      the Purchaser’s decision to execute this Subscription
      Agreement and purchase the Shares agreed to be purchased hereunder has not
      been based upon any oral or written representation as to fact or otherwise
      made by or on behalf of the Issuer and such decision is based entirely
      upon a review of information (the "Issuer Information") contained
      in (i) the Issuer’s filings with the SEC and (ii) the Issuer’s Investor
      Presentation dated as of May 6, 2014, all of which are incorporated herein
      by reference for all purposes. The Purchaser acknowledges that the
      business plan, the corporate profile and any projections or predictions
      contained in any such documents may not be achieved or be
    achievable;

	 	 	 
	 	(e) 	
      the Purchaser and the Purchaser's advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Issuer regarding the Offering and the Issuer Information, 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 Issuer Information;

	 	 	 
	 	(f) 	
      the books and records of the Issuer were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Purchaser during reasonable business hours at its
      principal place of business and that all documents, records and books
      pertaining to this Offering have been made available for inspection by the
      Purchaser, the Purchaser's attorney and/or advisor(s);

	 	 	 
	 	(g) 	
      by execution hereof the Purchaser has waived the need for
      the Issuer to communicate its acceptance of the purchase of the Shares
      pursuant to this Subscription Agreement;

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

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

	 	 	 
	 	(j) 	
      the Shares are not listed on any stock exchange or
      automated dealer quotation system and no representation has been made to
      the Purchaser that any of the Shares will become listed on any stock
      exchange or automated dealer quotation system;

	 	 	 
	 	(k) 	
      neither the SEC nor any other securities commission or
      Regulatory Authority has reviewed or passed on the merits of the Shares,
      and no Regulatory Authority has made any finding or determination as to
      the merit for investment of, nor have any such agencies or governmental
      authorities, regulatory bodies, stock exchanges or other entities made any
      recommendation or endorsement with respect to, the Shares;

	 	 	 
	 	(l) 	
      no documents in connection with this Offering have been
      reviewed by the SEC or any other Regulatory Authority;

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









	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 7 of 16 



	 	(n) 	
      an investment in the Shares involves significant risks,
      including but not limited to those identified in the Issuer’s latest
      Annual Report on Form 10-K, Quarterly Report on Form 10-Q and other
      filings with the SEC; and

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



2.2 Representations by the Purchaser 

The Purchaser represents and warrants to the Issuer that, as at
the Agreement Date and at the Closing: 

	 	(a) 	
      the Purchaser is resident at the address indicated on
      page 2 hereof;

	 	 	 
	 	(b) 	
      the Purchaser has received and carefully read this
      Subscription Agreement and the Issuer Information;

	 	 	 
	 	(c) 	
      the Purchaser 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 Purchaser is not an individual, it is
      duly organized and validly subsisting under the laws of its jurisdiction
      of formation and all necessary approvals by its directors, shareholders,
      members, partners and others have been obtained to authorize execution and
      performance of this Subscription Agreement on behalf of the
    Purchaser;

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

	 	 	 
	 	(e) 	
      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
      governing documents of, the Purchaser, or of any agreement, written or
      oral, to which the Purchaser may be a party or by which the Purchaser is
      or may be bound;

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

	 	 	 
	 	(g) 	
      the Purchaser has the requisite knowledge and experience
      in financial and business matters as to be capable of evaluating the
      merits and risks of the investment in the Shares and the Issuer, and the
      Purchaser is providing evidence of such knowledge and experience in these
      matters through the information requested in the Questionnaire;

	 	 	 
	 	(h) 	
      the Purchaser is purchasing the Shares for its own
      account for investment purposes only and not for the account of any other
      person and not for distribution, assignment or resale to others, and no
      other person has a direct or indirect beneficial interest in such Shares,
      and the Purchaser has not subdivided his interest in the Shares with any
      other person;

	 	 	 
	 	(i) 	
      the Purchaser is not an underwriter of, or dealer in, the
      common shares of the Issuer, nor is the Purchaser participating, pursuant
      to a contractual agreement or otherwise, in the distribution of the
      Shares;

	 	 	 
	 	(j) 	
      the Purchaser agrees to sell, assign or transfer the
      Shares only in accordance with the requirements of applicable securities
      laws and any legends placed on the Shares as contemplated by the
      Subscription Agreement.

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









	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 8 of 16 



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

	 	 	 	 
	 	(m) 	
      no person has made to the Purchaser any written or oral
      representations:

	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase any of the
      Shares;

	 	 	 	 
	 		(ii) 	
      that any person will refund the purchase price of any of
      the Shares;

	 	 	 	 
	 		(iii) 	
      as to the future price or value of any of the Shares;
      or

	 	 	 	 
	 		(iv) 	
      that any of the Shares will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Shares of the Issuer
      on any stock exchange or automated dealer quotation system;

	 	 	 	 
	 	(n) 	
      the Purchaser agrees not to engage in any hedging
      transactions in the Shares before the end of one year unless in compliance
      with the Securities Act; and

	 	 	 	 
	 	(o) 	
      if the address provided under either “Registration
      Instructions” or “Delivery Instructions” on page 2 is outside the United
      States, then the Purchaser is not:
 • a natural person resident in the
      United States; or 
• a partnership or corporation organized or
      incorporated under the laws of the United States; or 
• a
      non-discretionary account or similar account (other than an estate or
      trust) held by a dealer or other fiduciary for the benefit or account of a
      U.S. person; or 
• a discretionary account or similar account (other
      than an estate or trust) held by a dealer or other fiduciary organized,
      incorporated or resident in the United States, unless such account is held
      for the benefit or account of a non-U.S. person.

	 	 	 	 
	 	(p) 	
      Tax Matters. Check either (i) or (ii), as
    applicable:

	 	 	 
			(i) [ ] CERTIFICATION OF TAXPAYER
      IDENTIFICATION NUMBER. The Purchaser certifies that: (1) the number herein
      is a correct Social Security or Taxpayer Identification Number; (2) the
      undersigned is not subject to backup withholding either because he has not
      been notified that he is subject to backup withholding as a result of a
      failure to report all dividends or interest, or the Internal Revenue
      Service has notified him that he is no longer subject to backup
      withholding (if the undersigned is currently subject to backup
      withholding, he has stricken the language in this clause (2) before
      signing); and (3) the undersigned is a U.S. Person (that is, an individual
      that is a U.S. Citizen or resident; a partnership, corporation, company or
      association created or organized in the United States or under United
      States laws; or any estate [other than a foreign estate] or trust).

	 	 	 
	 		(ii) [ ] The Purchaser is a nonresident
      alien (please include W-8 form).



2.3 Reliance, indemnity and notification of changes 

	 	(a) 	
      The representations and warranties in the Subscription
      Agreement (including the first (cover) page, the Terms, the General
      Provisions and the other schedules and appendices incorporated by
      reference) are made by the Purchaser with the intent that they be relied
      upon by the Issuer in determining its suitability as a purchaser of
      Purchased Shares. The Purchaser undertakes to notify the Issuer
      immediately of any change in any representation, warranty or other
      information relating to the Purchaser set forth in the Subscription
      Agreement (including the first (cover) page, the Terms, the General
      Provisions and the other schedules and appendices incorporated by
      reference) which takes place prior to the
Closing.








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 9 of 16 



	 	(b) 	
      The Purchaser will indemnify and hold harmless the Issuer
      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 representation or warranty of
      the Purchaser contained herein, the Questionnaire or in any other document
      furnished by the Purchaser to the Issuer in connection herewith, being
      untrue in any material respect or any breach or failure by the Purchaser
      to comply with any covenant or agreement made by the Purchaser to the
      Issuer in connection therewith.



2.4 Survival of representations and warranties 

The representations and warranties contained in this Section
will survive the Closing. 

3. ISSUER’S ACCEPTANCE 

The Subscription Agreement, when executed by the Purchaser, and
delivered to the Issuer, will constitute a subscription for Shares which will
not be binding on the Issuer until accepted by the Issuer by executing the
Subscription Agreement in the space provided on the face page(s) of the
Agreement and, notwithstanding the Agreement Date, if the Issuer accepts the
subscription by the Purchaser, the Subscription Agreement will be entered into
on the date of such execution by the Issuer. 

4. CLOSING 

4.1 On or before the end of the business day before the Closing
Date, the Purchaser will deliver to the Issuer the Subscription Agreement and
all applicable schedules and required forms, duly executed, and payment in full
for the total price of the Purchased Shares to be purchased by the Purchaser.


4.2 At Closing, the Issuer will deliver to the Purchaser the
certificates representing the Purchased Shares purchased by the Purchaser
registered in the name of the Purchaser or its nominee, or as directed by the
Purchaser.

5. MISCELLANEOUS 

5.1 The Purchaser hereby authorizes the Issuer to correct any
minor errors in, or complete any minor information missing from any part of the
Subscription Agreement and any other schedules, forms, certificates or documents
executed by the Purchaser and delivered to the Issuer in connection with the
Private Placement. 

5.2 The Purchaser will execute, deliver, file and otherwise
assist the Issuer in filing such reports, undertakings and other documents with
respect to the issuance of the Shares as may be required. 

5.3 The Issuer may rely on delivery by fax machine of an
executed copy of this subscription, and acceptance by the Issuer of such faxed
copy will be equally effective to create a valid and binding agreement between
the Purchaser and the Issuer in accordance with the terms of the Subscription
Agreement. 

5.4 Without limitation, this subscription and the transactions
contemplated by this Subscription Agreement are conditional upon and subject to
the Issuer’s having obtained such regulatory approval of this subscription and
the transactions contemplated by this Subscription Agreement as the Issuer
considers necessary. 

5.5 This Subscription Agreement is not assignable or
transferable by either party hereto without the express written consent of the
other party to this Subscription Agreement. 

5.6 Time is of the essence of this Subscription Agreement. 

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





	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 10 of 16 


5.8 The parties to this Subscription Agreement may amend this
Subscription Agreement only in writing. 

5.9 This Subscription Agreement enures to the benefit of and is
binding upon the parties to this Subscription Agreement and their successors and
permitted assigns. 

5.10 A party to this Subscription Agreement will give all
notices to or other written communications with the other party to this
Subscription Agreement concerning this Subscription Agreement by hand or by
registered mail addressed to the address given on page 2. 

5.11 This Subscription Agreement is to be read with all changes
in gender or number as required by the context. 

5.12 This Subscription Agreement will be governed by and
construed in accordance with the internal laws of Texas, USA (without reference
to its rules governing the choice or conflict of laws), and the parties hereto
irrevocably attorn and submit to the exclusive jurisdiction of the courts of
Texas with respect to any dispute related to this Subscription Agreement. 

End of General Provisions





	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 11 of 16 


UNITED STATES 
ACCREDITED INVESTOR QUESTIONNAIRE


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

This Questionnaire is for use by each Purchaser who has
indicated an interest in purchasing Shares of the Issuer. The purpose of this
Questionnaire is to assure the Issuer that each Purchaser will meet the
standards imposed by the United States Securities Act of 1933 (the “1933 Act”)
and the appropriate exemptions of applicable state securities laws. The Issuer
will rely on the information contained in this Questionnaire for the purposes of
such determination. The Shares will not be registered under the 1933 Act in
reliance upon the exemption from registration afforded by Section 3(b) and/or
Section 4(2) and Regulation D of the 1933 Act. This Questionnaire is not an
offer of the Shares or any other securities of the Issuer in any state other
than those specifically authorized by the Issuer. 

All information contained in this Questionnaire will be treated
as confidential. However, by signing and returning this Questionnaire, each
Purchaser agrees that, if necessary, this Questionnaire may be presented to such
parties as the Issuer deems appropriate to establish the availability, under the
1933 Act or applicable state securities law, of exemption from registration in
connection with the sale of the Shares hereunder. 

The Purchaser covenants, represents and warrants to the Issuer
that it satisfies one or more of the categories of “Accredited Investors”, as
defined by Regulation D promulgated under the 1933 Act, as indicated below:
(Please initial in the space provide those categories, if any, of an “Accredited
Investor” which the Purchaser satisfies.) 

	_____	Category 1 	
      An organization described in Section 501(c)(3) of the
      United States Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust or partnership, not formed for the specific purpose
      of acquiring the Shares, with total assets in excess of US $5,000,000.
    

	 	  	
       

	_____	Category 2 	
      A natural person whose individual net worth, or joint net
      worth with that person’s spouse (excluding their primary residence), on
      the date of purchase exceeds US $1,000,000. 

	 	  	
       

	_____	Category 3 	
      A natural person who had an individual income in excess
      of US $200,000 in each of the two most recent years or joint income with
      that person’s spouse in excess of US $360,000 in each of those years and
      has a reasonable expectation of reaching the same income level in the
      current year. 

	 	  	
       

	_____	Category 4 	
      A “bank” as defined under Section (3)(a)(2) of the 1933
      Act or savings and loan association or other institution as defined in
      Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary
      capacity; a broker dealer registered pursuant to Section 15 of the
      Securities Exchange Act of 1934 (United States); an insurance
      Issuer as defined in Section 2(13) of the 1933 Act; an investment Issuer
      registered under the Investment Issuer Act of 1940 (United
      States) or a business development Issuer as defined in Section 2(a)(48) of
      such Act; a Small Business Investment Issuer licensed by the U.S. Small
      Business Administration under Section 361(c) or (d) of the Small
      Business Investment Act of 1958 (United States); a plan with
      total assets in excess of $5,000,000 established and maintained by a
      state, a political subdivision thereof, or an agency or instrumentality of
      a state or a political subdivision thereof, for the benefit of its
      employees; an employee benefit plan within the meaning of the Employee
      Retirement Income Security Act of 1974 (United States) whose
      investment decisions are made by a plan fiduciary, as defined in Section
      3(21) of such Act, which is either a bank, savings and loan association,
      insurance Issuer 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, whose investment decisions are made solely by persons
      that are accredited investors. 

	 	  	
       

	_____	Category 5 	
      A private business development Issuer as defined in
      Section 202(a)(22) of the Investment Advisers Act of 1940
      (United States). 








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 12 of 16 



	_____	Category 6 	
      A director or executive officer of the Issuer. 

	 	  	
       

	_____	Category 7 	
      A trust with total assets in excess of $5,000,000, not
      formed for the specific purpose of acquiring the Shares, whose purchase is
      directed by a sophisticated person as described in Rule 506(b)(2)(ii)
      under the 1933 Act. 

	 	  	
       

	_____	Category 8 	
      An entity in which all of the equity owners satisfy the
      requirements of one or more of the foregoing categories.




Note that a prospective Purchaser claiming to satisfy one of
the above categories of Accredited Investor may be required to supply the Issuer
with a balance sheet, prior years’ federal income tax returns or other
appropriate documentation to verify and substantiate the Purchaser’s status as
an Accredited Investor. 

	
      If the Purchaser is an entity that initialled Category 8
      in reliance upon the Accredited Investor categories above, state the name,
      address, total personal income from all sources for the previous calendar
      year, and the net worth (exclusive of home, home furnishings and personal
      automobiles) for each equity owner of the said entity: 

	 
	 
	 
	 
	 
	 


The Purchaser hereby certifies that the information contained
in this Questionnaire is complete and accurate and the Purchaser will notify the
Issuer promptly of any change in any such information. If this Questionnaire is
being completed on behalf of a corporation, partnership, trust or estate, the
person executing on behalf of the Purchaser represents that it has the authority
to execute and deliver this Questionnaire on behalf of such entity. 

IN WITNESS WHEREOF, the undersigned has executed this
Questionnaire as of the _______ day of __________________, 2014. 


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








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 13 of 16 


NATIONAL INSTRUMENT 45-106 CANADIAN 
ACCREDITED INVESTOR
QUESTIONNAIRE 

In addition to the representations, warranties acknowledgments
and agreements contained in the subscription to which this Certificate for
Exemption is attached, the Subscriber, for itself or on behalf of any Disclosed
Principal, as applicable, hereby represents, warrants and certifies to the
Issuer that the Subscriber or the Disclosed Principal, as applicable, is
purchasing the securities set out in the subscription as principal, that it is
resident in the jurisdiction set out on the Acceptance Page of the subscription
and: [check all appropriate boxes] 

Category 1: Accredited Investor 

The Subscriber or the Disclosed Principal, as applicable, is:


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

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

	 	 	 
	 [    
    ]	(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;

	 	 	 
	 [    
    ]	(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);

	 	 	 
	 [    
    ]	(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 jurisdiction of Canada, or
      any crown corporation, agency or wholly owned entity of the Government of
      Canada or a jurisdiction of Canada;

	 	 	 
	 [    
    ]	(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;

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

	 	 	 
	 [    
    ]	(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 having an
      aggregate realizable value that before taxes, but net of any related
      liabilities, exceeds Cdn$1,000,000;

	 	 	 
	 [    
    ]	(k) 	
      an individual whose net income before taxes exceeded
      Cdn$200,000 in each of the two most recent calendar years or whose net
      income before taxes combined with that of a spouse exceeded Cdn$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;

	 	 	 
	 [    
    ]	(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 has net assets of at least Cdn$5,000,000 as shown on its most
      recently prepared financial statements;








	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 14 of 16 



	 [     ]	(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 and 2.19 of NI 45-106,
  or

	 	 	 	 
	 		(iii) 	
      a person described in paragraph (i) or (ii) that acquires
      or acquired securities under section 2.18 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 Quebec, the securities regulatory authority, has issued a
      receipt;

	 	 	 	 
	 [    
    ]	(p) 	
      a trust Issuer 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 Issuer 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 adviser or an adviser 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 owner of
      interests, direct, indirect or beneficial, except the voting securities
      required by law to be owned by directors, are persons that are accredited
      investors;

		 	 	 
	 [    
    ]	(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

	 	 	 	 
	 [    
    ]	(v) 	
      a person that is recognized or designated by the
      securities regulatory authority or, except in Ontario and Quebec, the
      regulator as:

	 	 	 	 
	 		(i) 	
      an accredited investor; or

	 	 	 	 
	 		(ii) 	
      an exempt purchaser in Alberta or British Columbia after
      NI 45-106 comes into force.



Definitions: 

"Canadian financial institution" means 

	 	(a) 	
      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

	 	 	 
	 	(b) 	
      a bank, loan corporation, trust Issuer, trust
      corporation, insurance Issuer, 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;



"EVCC" means an employee venture capital corporation
that does not have a restricted constitution, and is registered under Part 2 of
the Employee Investment Act (British Columbia), R.S.B.C. 1996 c. 112, and
whose business objective is making multiple investments; 





	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 15 of 16 


"financial assets" means

	 	(a) 	
      cash,

	 	 	 
	 	(b) 	
      securities, or

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



"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; 

"investment fund" means a mutual fund or a
  non-redeemable investment fund, and, for greater certainty in British Columbia,
  includes an EVCC and a VCC;

 "person" includes 

	 	(a) 	
      an individual,

	 	 	 
	 	(b) 	
      a corporation,

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

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



"related liabilities" means 

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

	 	 	 
	 	(b) 	
      liabilities that are secured by financial
  assets;



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

 "spouse" means, an
  individual who, 

	 	(a) 	
      is married to another individual and is not living
      separate and apart within the meaning of the Divorce Act (Canada),
      from the other individual, or

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

	 	 	 
	 	(c) 	
      in Alberta, is an individual referred to in paragraph (a)
      or (b), or is an adult interdependent partner within the meaning of the
      Adult Interdependent Relationships Act
(Alberta);



"subsidiary" means in issuer that is controlled directly
or indirectly by another issuer and includes a subsidiary of that subsidiary;

 "VCC" means a venture capital corporation registered under Part 1 of the
  Small Business Venture Capital Act (British Columbia), R.S.B.C. 1996 c. 429,
  whose business objective is making multiple investments. 

The representations, warranties, statements and certification
made in this Certificate are true and accurate as of the date of this
Certificate and will be true and accurate as of the Closing. If any such
representation, warranty, statement or certification becomes untrue or
inaccurate prior to the Closing, the Subscriber shall give the Issuer immediate
written notice thereof. 





	Subscription Agreement (with related appendices,
      schedules and forms) 	Page 16 of 16 


The Subscriber acknowledges and agrees that the Issuer will and
can rely on this Certificate in connection with the Subscriber's Subscription
Agreement. 

EXECUTED by the Subscriber at ______________________ this _____
day of _______________, 2014. 

	If a
      corporation, partnership or other entity: 	 	If
      an individual: 
  
	Print Name of
      Subscriber/Disclosed Principal 	 	
      Print Name of Subscriber/Disclosed Principal 

        

	Signature of
      Authorized Signatory 	 	
      Signature 

          

	Name and Position of Authorized Signatory 	 	
      Representative Capacity, if applicable 

          



Jurisdiction of Residence of
Subscriber/Disclosed 

End of Subscription Agreement