ex10-3.htm



MANAGEMENT CONSULTING AGREEMENT

 

THIS MANAGEMENT CONSULTING AGREEMENT (the "Agreement") is entered into as of
April 1, 2009 (the “Effective Date”).

 

BETWEEN:

 

NEUROKINE PHARMACEUTICALS INC.

a corporation incorporated under the laws of British Columbia having its principal place of business at 1275 West 6th Avenue, Vancouver, British Columbia V6H 1A6

 

(the ”Company“)

 

AND:

 

PENNY GREEN

an attorney and businessperson having her principal place of business at 925 West Georgia Street, Suite 1820, Vancouver, British Columbia V6C 3L2

 

(the ”Consultant”)

 

WHEREAS:

 


	
A.
	
The Company is engaged in the research, development and commercialization of pharmaceutical products; and




 


	
B.
	
The Company wishes to engage the services of the Consultant as Vice-President, Finance, of the Company.




 

THIS AGREEMENT WITNESSES that in
consideration of the premises and mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

 


	
1.
	
ENGAGEMENT AND APPOINTMENT




 


	
1.1
	
The Company hereby engages and appoints the Consultant to serve as the Vice-President, Finance, of the Company and to provide the Services (as defined below) in accordance with and subject to the terms and conditions of this Agreement and the Consultant hereby accepts such engagement and appointment




 


	
1.2
	
The appointment of the Consultant as Vice-President, Finance, under this Agreement shall be subject to the provisions of the Articles of the Company regarding the appointment, compensation, indemnification, disqualification and removal of officers.




 



 



1







 





 


	
2.
	
TERM




 


	
2.1
	
The Term of this Agreement shall be for an initial period of one (1) year commencing on the Effective Date and ending 12 months thereafter unless earlier terminated in accordance with section 7 (the “Term”).




 


	
3.
	
SERVICES




 


	
3.1
	
In consideration of the compensation payable in accordance with section 5, the Consultant hereby agrees to use her best efforts to perform or cause to be performed the following services:




 


	
  
	
(a)
	
assisting the Company to develop and manage the execution of its business plan;




 


	
  
	
(b)
	
overseeing and performing all services reasonably required to publicly list the common stock of the Company on the Over the Counter Bulletin Board (“OTCBB”), including the following work:




 


	
  
	
(i)
	
overseeing the engagement of an auditor for the Company;




 


	
  
	
(ii)
	
communicating with the accountants and auditor of the Company to facilitate the preparation of financial statements;




 


	
  
	
(iii)
	
securing a market maker for the Company;




 


	
  
	
(iv)
	
engaging a transfer agent for the Company;




 


	
  
	
(v)
	
soliciting and securing a minimum of 33 investors for the Company in order to complete the Company’s OTCBB listing; and




 


	
  
	
(vi)
	
overseeing the preparation of a registration statement on Form S-1 for the Company;




 


	
  
	
(c)
	
introducing the Company to broker/dealers; and




 


	
  
	
(d)
	
overseeing and performing all corporate finance work for the Company during the Term, including, but not limited to, due diligence and the  negotiation and preparation of financing agreements.




 

(collectively, the “Services”)

 


	
3.2
	
The Consultant shall devote as much time, attention and energy to the business and affairs of the Company as may be reasonably necessary to perform the Services.




 



 



2







 



 


	
4. 
	
RELATIONSHIP AMONG THE PARTIES




 


	
4.1
	
Nothing contained in this Agreement shall be construed to (i) constitute the parties as joint venturers, partners, co-owners or otherwise as participants in a joint undertaking; (ii) constitute the Consultant as an employee of the Company; or (iii) authorize or permit the Consultant or any director, officer, employee, agent or other person acting on its behalf to incur any obligation of any kind, either
express or implied, or do, sign or execute any things, deeds, or documents which may have the effect of legally binding or obligating the Company in any manner in favour of any individual, business, trust, unincorporated association, corporation, partnership, joint venture, limited liability company or other entity of any kind.  The Company and the Consultant agree that the relationship among the parties shall be that of independent contractor.




 


	
5. 
	
COMPENSATION




 


	
5.1
	
In full consideration of the Services, the Company shall issue to the Consultant 192,000 common shares of the Company’s capital stock at a rate of 16,000 per month throughout the Term, payable in four installments of 48,000 shares at the conclusion of each 3 month period during the Term.  Each issuance of shares by the Company to the Consultant under this Agreement shall be subject to the
terms of the subscription agreement in the form attached hereto as Schedule “A’.  The shares shall issued by the Company to the Consultant hereunder shall be assessed at their fair market value at the time of issuance.




 


	
6. 
	
SERVICES NOT EXCLUSIVE




 


	
6.1
	
The Company acknowledges that Consultant is engaged in other business and professional activities and the Consultant shall not be restricted from engaging in such activities during the term of this Agreement.




 


	
7. 
	
SUSPENSION AND TERMINATION.




 


	
7.1
	
Termination for Cause by Company.  The Company may terminate this Agreement for cause at any time and without notice in the event the Consultant engages in any negligence, dishonesty, fraud, insubordination,
serious misconduct or anything else that would constitute cause at law. The failure by the Company to rely on this provision in any given instance or instances shall not constitute a precedent or be deemed a waiver.




 


	
7.2
	
Termination for Cause by Consultant.  The Consultant may terminate this Agreement for cause at any time without notice in the event the Company engages in any negligence, dishonesty, fraud, insubordination,
material misrepresentation, serious misconduct or anything else that would constitute cause at law. The failure by the Consultant to rely on this provision in any given instance or instances shall not constitute a precedent or be deemed a waiver.  The Consultant shall also be entitled to terminate this Agreement in the event of the Company’s insolvency, voluntary or involuntary bankruptcy, receivership or assignment for the benefit of creditors.




 


	
7.3
	
Force Majeure.  The parties shall have the right to suspend this Agreement in the event of force majeure at any time, provided the Company provides prompt written notice of such suspension to the Consultant.  The
suspension of this Agreement shall not relieve either party of their obligations hereunder.  The Company and the Consultant shall each have the right to terminate this Agreement by giving written notice to the other party where an event or events of force majeure continues for a continuous period of 20 consecutive business days or 30 days in the aggregate during the Term.




 


	
7.4
	
Effect of Termination.  Upon any termination in accordance with this Agreement, all obligations of the parties shall cease provided that the Consultant shall be entitled to receive any compensation accrued
prior to the effective date of such termination.  Notwithstanding the foregoing, the provisions of sections 8 and 9 shall survive the termination of this Agreement.




 



 



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8. 
	
CONFIDENTIALITY




 


	
8.1
	
The Consultant shall not, without the prior authorization of the Company, at any time during the Term or thereafter, disclose to any person, firm, association or corporation other than the directors, officers or employees of the Company, the private or business affairs of the Company or its affiliated companies, or any other information of a private or confidential nature concerning the Company or its affiliated
companies (the “Confidential Information”) including, without limitation:




 


	
  
	
(a)
	
information concerning trade secrets, products, technology, sales literature and brochures, forms, business policies and concepts, and contracts of the Company;




 


	
  
	
(b)
	
information concerning manufacturing and production, pricing and sales policies, and marketing techniques and concepts in respect of products and services provided or to be provided by the Company;




 


	
  
	
(c)
	
names, addresses and contact information of past, present or prospective customers, employees, shareholders, officers, directors or associates of the company, or any person or entity having a past, present, or prospective business relationship with the Company, and




 


	
  
	
(d)
	
names, addresses and contact information of past, present or prospective suppliers, consultants, lenders or professional advisors of the Company and prices or rates charged by them;




 

which by virtue of the Consultant’s position, the Consultant may obtain during the Term.

 


	
8.2
	
The Consultant acknowledges that the Confidential Information could be used to the detriment of the Company.  Accordingly the Consultant undertakes to treat confidentially all such information and agrees not to disclose any Confidential Information to any third party or use it for any purpose or reason without the express written permission of the Company, except as may be necessary to perform
its duties, whether during the Term or thereafter.




 


	
8.3
	
For the purposes of this Agreement, Confidential Information shall not include any information which the Consultant can prove by competent evidence, is:




 


	
  
	
(a)
	
now, or hereafter becomes, through no act or failure to act on the part of the Consultant, generally known or available to the public;




 


	
  
	
(b)
	
known by the Consultant at the time of receiving such information, as evidenced by its records;




 


	
  
	
(c)
	
hereafter furnished to the Consultant without restriction as to disclosure or used by a third party lawfully entitled to furnish such information;




 


	
  
	
(d)
	
independently developed by the employees, agents or contractors of the Consultant without the aid, application or use of the Confidential Information; or




 


	
  
	
(e)
	
the subject of a written permission to disclose provided by the Company.




 



 



4







 





 


	
9. 
	
REPRESENTATIONS AND WARRANTIES




 


	
9.1
	
The Consultant represents, warrants and covenants to the Company that the Consultant is and will remain, during the Term, qualified and licensed to practice law in the Province of British Columbia and the State of Washington.




 


	
10. 
	
INDEMNIFICATION




 


	
10.1
	
The Company agrees to indemnify and hold harmless the Consultant and its respective agents and employees against any losses, claims, damages or liabilities, joint or several, to which either party, or any such other person, may become subject, insofar as such losses, claims, damages or liabilities (or actions, suits or proceedings in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in any registration statement, preliminary prospectus, prospectus or any amendment or supplement thereto; or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; and shall reimburse the Consultant, or any such other person, for any legal or other expenses reasonably incurred by the Consultant, or any such other person, in
connection with investigating or defending any such loss, claim, damage, liability, or action, suit or proceeding.




 


	
10.2
	
The Consultant agrees to indemnify and hold harmless the Company, its partners, financiers, parent, affiliated and related companies and all of their respective individual shareholders, directors, officers, employees, licensees and assigns from and against any claims, actions, losses and expenses (including legal expenses) occasioned by any breach of the Consultant’s representations and warranties
contained in this Agreement, or by any breach of any other provision hereof by the Consultant.




 


	
11. 
	
MISCELLANEOUS PROVISIONS




 


	
11.1
	
Time.  Time is of the essence of this Agreement.




 


	
11.2
	
Presumption.  This Agreement or any section thereof shall not be construed against any party due to the fact that said Agreement or any section thereof was drafted by said party.




 


	
11.3
	
Titles and Captions.  All article, section and paragraph titles or captions contained in this Agreement are for convenience only and shall not be deemed part of the context nor affect the interpretation
of this Agreement.




 


	
11.4
	
Further Action.  The parties hereto shall execute and deliver all documents, provide all information and take or forbear from all such action as may be necessary or appropriate to achieve the purposes
of this Agreement.




 



 



5







 





 


	
11.5
	
Good Faith, Cooperation and Due Diligence.  The parties hereto covenant, warrant and represent to each other good faith, complete cooperation, due diligence and honesty in fact in the performance of all
obligations of the parties pursuant to this Agreement.  All promises and covenants are mutual and dependent.




 


	
11.6
	
Savings Clause.  If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such
provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.




 


	
11.7
	
Assignment.  This Agreement may not be assigned by either party hereto without the written consent of the other party.




 


	
11.8
	
Notices.  All notices required or permitted to be given under this Agreement shall be given in writing and shall be delivered, either personally or by express delivery service, to the party to be notified.




 


	
11.9
	
Entire Agreement.  This Agreement, including Schedule “A”” attached hereto, contains the entire understanding and agreement between the parties. There are no other agreements, conditions
or representations, oral or written, express or implied, with regard thereto.




 


	
11.10
	
Amendment.  This Agreement may only be amended in writing signed by the parties hereto.




 


	
11.11
	
Waiver.  A delay or failure by any party to exercise a right under this Agreement, or a partial or single exercise of that right, shall not constitute a waiver of that or any other right.




 


	
11.12
	
Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.  In the event
that this Agreement is signed by one party and faxed to another, the parties agree that a faxed signature shall be binding upon the parties as though the signature was an original.




 


	
11.13
	
Successors.  The provisions of this Agreement shall be binding upon the parties, their successors and permitted assigns.




 


	
11.14
	
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada and the laws of Canada applicable therein.  The parties hereby attorn
the exclusive jurisdiction of the provincial and federal courts located in the city of Vancouver, British Columbia in relation to all disputes arising from this Agreement.




 


	
11.15
	
Counsel.  The parties expressly acknowledge that each has been advised to seek separate counsel for advice in this matter and has been given a reasonable opportunity to do so.




 



 



6







 



 

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

 

 

NEUROKINE PHARMACEUTICALS INC.

 

 

 

Per:    /s/ Ahmad Doroudian

    Ahmad Doroudian

    President and Chief Executive Officer                                                                                                

 

 

PENNY GREEN 

 

/s/ Penny Green

Penny Green

 



 



7







 



SCHEDULE “A”

 

NEUROKINE PHARMACEUTICALS INC.

 

SUBSCRIPTION AGREEMENT

(THE “AGREEMENT”)

 

The undersigned subscriber (the “Subscriber”) hereby subscribes for and agrees to purchase 48,000 common shares in the capital stock of Neurokine Pharmaceuticals Inc. (the “Company”)
at a price of US$_____________ per share (the “Shares”) for aggregate proceeds of US$_____________ (the “Funds”),
all on the terms and subject to the conditions set forth in Exhibit “A” attached hereto.

 


	
EXECUTION BY SUBSCRIBER

	
 

______________________

Tax ID or Social Insurance Number
	
 

Penny Green

Name of Subscriber

	
 

Provision of Services

Payment Method

 

 

_____________________________________

Signature of Individual Subscriber or

Authorized Signatory of Subscriber

(if Subscriber not an individual)

 

 

 

_____________________________________

Number and type of securities of the Company

directly and indirectly held by Subscriber

 
	
 

925 West Georgia Street, Suite 1820

 

Vancouver, British
Columbia V6C 3L2

Address of Subscriber

 

_____________________________________

Name of Contact Person, if Subscriber not an individual

 

(604) 632-1700

Telephone Number of Subscriber or Contact Person

 

(604)
632-1730

Facsimile Number of Subscriber or Contact Person




 

Executed by the Subscriber this 1st day of April, 2009.

 



 



8







 



 

Please complete the following section if you require the certificate(s) representing the Shares to appear in the name of an intermediary, such as your broker, or require the certificate(s) to be delivered to an address other than that shown above.

 


	
REGISTRATION INSTRUCTIONS
	
DELIVERY INSTRUCTIONS

	
 

Penny Green

Name to appear on certificate(s)
	
 

_____________________________________

Name and account reference, if applicable

	
 

_____________________________________

Account reference, if applicable
	
 

_____________________________________

Contact Person

	
 

_____________________________________

 

_____________________________________

Address of Intermediary
	
 

_____________________________________

 

As Above

Address for Delivery




 

ACCEPTED by the Company this __________ day of ________________, 2009.

 

NEUROKINE PHARMACEUTICALS INC.

 

 

Per:     /s/ Ahmad Doroudian

    Ahmad Doroudian

    President and Chief Executive Officer

 



 



9







 



Exhibit “A” To Subscription Agreement

 

In consideration of the covenants and agreements in this Agreement, and the payment of one dollar made by each party to the other, the receipt and sufficiency of which is acknowledged by each party, the parties agree as follows:

 

Delivery of Documents and Funds

 

The Subscriber hereby delivers to the Company:

 


	
1.
	
a completed and executed copy of this Agreement; for all Subscribers: a completed and executed Investor Exemptions Questionnaire attached as Exhibit “B” and in the case of a subscription for the Shares by the Subscriber acting as trustee or agent for a principal, the Subscriber shall provide the Company with an Accredited Investor Questionnaire in the form set forth in Exhibit “B”
for each trust, beneficial owner and/or principal for which the Subscriber is acting as trustee or agent;




 


	
2.
	
if the Subscriber is a U.S. Person, additionally: a completed and executed Accredited Investor Questionnaire attached as Exhibit “C” and in the case of a subscription for the Shares by the Subscriber acting as trustee or agent for a principal, the Subscriber shall provide the Company with an Accredited Investor Questionnaire in the form set forth in Exhibit “C” for each trust, beneficial
owner and/or principal for which the Subscriber is acting as trustee or agent; and





	
  
	 




	
3.
	
unless an alternate payment method has been agreed upon in writing, a certified check or bank draft for the Funds made payable to “Neurokine Pharmaceuticals Inc.”.




 

Closing

 

The closing of the transactions contemplated by this Agreement (the “Closing”) will take place within 10 business days of the receipt of this Agreement by the Company.  

 

At the Closing, the Company will deliver to the Subscriber the certificates representing the Shares and an agreement representing the Shares purchased by the Subscriber registered in the name of the Subscriber or as directed on the cover page of this Agreement.

 



 



10







 





 

Subscriber’s Representations, Warranties, Covenants, Acknowledgements and Agreements

 


	
1.
	
The Subscriber represents and warrants to the Company, and acknowledges that the Company is relying on these representations and warranties to, among other things, ensure that it is complying with all of the applicable securities legislation, that:




 



	
  
	

(a) 

	
the Subscriber is purchasing as principal and is either: 




 



	
  
	
(i)
	
not a U.S. person and is not acquiring the Shares for the account or benefit of any U.S. person; OR




 


	
  
	
(ii)
	
a U.S. person who is purchasing the Shares in a transaction that does not require registration under the U.S. Securities Act.




 


	
  
	
(b)
	
if the Subscriber is a resident of an “International Jurisdiction” (which means a jurisdiction other than British Columbia), then:




 


	
  
	
(i)
	
the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities legislation of the International Jurisdiction which would apply to this subscription, if there are any;





	
  
	 




	
  
	
(ii)
	
the Subscriber is purchasing the Shares pursuant to exemptions under the securities legislation of that International Jurisdiction or, if such is not applicable, the Subscriber is permitted to purchase the Shares under the applicable securities legislation of the International Jurisdiction without the need to rely on exemptions; and

	 	 	 
	 	
(iii)
	
the applicable securities legislation does not require the Company to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever 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) and (iii) above to the satisfaction of the Company, acting reasonably;

 


	
  
	
(c)
	
if the Subscriber is a U.S. Person (as defined under Regulation S promulgated under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), which definition includes an individual resident in the United States and an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person), then:




 


	
  
	
(i)
	
the Subscriber understands that the Shares have not been and will not be registered under the U.S. Securities Act or any applicable state securities laws, and that the sale contemplated hereby is being made in reliance on an exemption from registration pursuant to Section 4(6) of the U.S. Securities Act to accredited investors (as that
term is defined in Rule 501(a) of Regulation D under the U.S. Securities Act, (an “Accredited Investor”)); AND





	
  
	 




	
  
	
(ii)
	
the Subscriber agrees that if it decides to offer, sell or otherwise transfer any of the Shares, it will not offer, sell or otherwise transfer any of such Shares directly or indirectly, unless:




 


	
  
	
(A)
	
the Company’s securities are publicly traded on a national securities exchange, the Nasdaq Stock Market or the OTC Bulletin Board; or





	
  
	 




	
  
	
(B)
	
the Company consents, in its sole discretion, in writing to such transfer and the transfer is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the U.S. Securities Act (“Regulation S”) (or such successor rule or regulation then in effect), if applicable, and in compliance with applicable state securities laws and it has prior to such sale
furnished to the Company an opinion of counsel, in a form reasonably satisfactory to the Company regarding compliance with Rule 904 and any applicable state securities laws; or the transfer is made pursuant to an exemption from the registration requirements under the U.S. Securities Act provided by Rule 144A or 144 thereunder, if available, and in accordance with any applicable state securities laws and it has prior to such sale furnished to the Company an opinion of counsel, in a form reasonably satisfactory
to the Company regarding compliance with Rule 144A or 144, as applicable, and any applicable state securities laws; AND




 


	
  
	
(iii)
	
the Subscriber understands and acknowledges that upon the issuance thereof, and until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, the certificates representing the Shares shall bear, the following legends:




 



 



11







 



if the Subscriber is a Canadian resident:

 

“THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (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, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS 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.  “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION
S UNDER THE 1933 ACT.”

 

and

 

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE LATER OF (i) THE PURCHASE OF THESE SECURITIES AND (ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.”

 

If the Subscriber is a U.S. resident:

 

“NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN)
OR TO U.S. PERSONS 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.  “UNITED
STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.”

 

and if the Shares are being sold outside of the United States in accordance with Rule 904 of Regulation S, the legend Regulations S legend may be removed by providing a declaration to the Company’s registrar and transfer agent in such form as the Company may prescribe, including an opinion of counsel
that such sale complies with the requirements of the U.S. Securities Act;

 



 



12







 




 


	
  
	
(d)
	
the Subscriber acknowledges that:





 


	
  
	
(i)
	
no securities commission or similar regulatory authority has reviewed or passed on the merits of the Share;





	
  
	 




	
  
	
(ii)
	
there is no government or other insurance covering the Shares;





	
  
	 




	
  
	
(iii)
	
there are risks associated with the purchase of the Shares;





	
  
	 




	
  
	
(iv)
	
there are restrictions on the Subscriber’s ability to resell the Shares and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Shares;





	
  
	 




	
  
	
(v)
	
the Subscriber is restricted from using certain of the civil remedies available under the applicable securities legislation;





	
  
	 




	
  
	
(vi)
	
the Subscriber may not receive information that might otherwise be required to be provided to the Subscriber under the applicable securities legislation if the exemptions were not being used;





	
  
	 




	
  
	
(vii)
	
the Company is relieved from certain obligations that would otherwise apply under the applicable securities legislation if the exemptions were not being used; and





	
  
	 




	
  
	
(viii)
	
the Company is relying  on exemptions in applicable securities laws from the requirements to provide the Subscriber with a prospectus and to sell the Shares through a person registered to sell securities and the Subscriber understands that the exemptions release the Company from the requirements to provide the Subscriber with a prospectus and to sell Stock through
a person registered to sell securities under the Securities Act (British Columbia) and, as a consequence of acquiring Stock pursuant to those exemptions, certain protections, rights and remedies provided by the Securities Act (British Columbia), including statutory rights of rescission
or damages, will not be available to the Subscriber;




 


	
  
	
(e)
	
the Subscriber is subscribing for the Shares as principal for its own account and not for the benefit of any other person (within the meaning of applicable securities laws) and not with a view to resale or distribution of all or any of the Shares or, if it is not subscribing as principal, it acknowledges that the Company may be required by law to disclose to certain regulatory authorities the identity of
each beneficial Subscriber for the Shares for whom it is acting;





	
  
	 




	
  
	
(f)
	
the Shares are subject to a number of resale restrictions, including a restriction on trading.  Until the restriction on trading expires, the Subscriber will not be able to trade the Shares unless the Shares are registered or the Subscriber complies with an exemption from the prospectus requirements;





	
  
	 




	
  
	
(g)
	
the offer and sale of these Shares was not accomplished by an advertisement or other general solicitation (and the Subscriber has not attended any seminar or meeting whose attendees have been invited by general solicitation or general advertisement) and the Subscriber was not induced to purchase the Shares as a result of any advertisement or general solicitation made by the Company; and





	
  
	 




	
  
	
(h)
	
if the Subscriber is a corporation, the Subscriber is a valid and subsisting corporation and was not organized for the purpose of acquiring the Shares, has the necessary corporate capacity and authority to execute and deliver this Agreement and to observe and perform its covenants and obligations hereunder and has taken all necessary corporate action in respect thereof, or, if the Subscriber is an individual,
a partnership, syndicate, trust or other form of unincorporated organization, the Subscriber has the necessary legal capacity and authority to execute and deliver this Agreement and to observe and perform its covenants and obligations hereunder and has obtained all necessary approvals in respect thereof, and, in either case, upon the Company executing and delivering this Agreement, this Agreement will constitute a legal, valid and binding contract of the Subscriber enforceable against the Subscriber in accordance
with its terms and neither the agreement resulting from such acceptance nor the completion of the transactions contemplated hereby conflicts with, or will conflict with, or results, or will result, in a breach or violation of any law applicable to the Subscriber, any constating documents of the Subscriber or any agreement to which the Subscriber is a party or by which the Subscriber is bound; and




 



 



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2.
	
this subscription is given for valuable consideration and may not be withdrawn or revoked by the Subscriber;





	
  
	 




	
3.
	
the Company may for any reason, at any time before acceptance of this Agreement, terminate the offering of Shares and, upon termination, the Company will return the Funds to the Subscriber without interest or deduction;





	
  
	 




	
4.
	
the Shares will be subject to the following resale or transfer restrictions:





	
  
	 




	
  
	
(a)
	
the Shares will be subject to resale restrictions under applicable securities legislation including resale restrictions under the Securities Act (British Columbia) which include a hold period of at least four months;





	
  
	 




	
  
	
(b)
	
the Subscriber will not be able to resell, assign or otherwise dispose of the Shares unless they are subsequently distributed under a prospectus, registration statement or in compliance with all applicable resale restrictions;





	
  
	 




	
  
	
(c)
	
the Company may be required to legend the certificates representing the Shares regarding these and any other restrictions on resale; and




 


	
  
	
(d)
	
while the Company has agreed use its commercially reasonably efforts to include the Shares in a registration statement covering the resale of same pursuant to “piggy-back” registration rights, the Company is under no obligation to file a registration statement, or register the resale of the Shares under a prospectus or registration statement, or assist the Subscriber in complying with any exemption
from the prospectus or registration statement requirements or resale restrictions set out under applicable securities legislation; provided, however, that in connection with any underwritten public offering by the Company, during the period of duration (not to exceed 180 days) specified by the Company and an underwriter of common stock of the Company following the effective date of a registration statement of the Company with respect to such offering, the Subscriber will not, to the extent requested by the Company
and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase, pledge, or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any of the Shares of the Company held by the Subscriber at any time during such period except common stock included in such registration.  If requested by such underwriter, the Subscriber agrees to execute a lock-up agreement in such form as the
underwriter may reasonably propose.




 


	
5.
	
the Subscriber will not resell, assign or otherwise dispose of the Shares other than in accordance with all applicable securities legislation and the requirements of any exchange or over-the-counter market upon which any securities of the Company are then listed;





	
  
	 




	
6.
	
the Subscriber’s investment in the Shares is speculative and involves a high degree of risk, substantial financing for the Company may be required in the future, and there is no assurance that any such additional financing can be obtained;





	
  
	 




	
7.
	
the Subscriber is able to bear the economic risks of an investment in the Shares, including, without limiting the generality of the foregoing, the risk of losing part or all of the Funds, and the inability to sell, convert, exchange or transfer the Shares at a price which would enable the Subscriber to recoup his, her or its investment in the Shares;




 


	
8.
	
other than any persons to whom the Company has agreed to pay a brokerage or finder’s fee, there is no person acting or purporting to act in connection with the transactions contemplated herein who is entitled to any brokerage or finder’s fee.  If any person establishes a claim that any fee or other compensation is payable in connection with this subscription for the Shares, the Subscriber
covenants to indemnify and hold harmless the Company with respect thereto and with respect to all costs reasonably incurred in the defence thereof;




 



 



14







 





 


	
9.
	
the Subscriber, and each beneficial person for whom it is contracting hereunder, have been advised to consult their own legal advisors with respect to trading in the Shares and with respect to the resale restrictions imposed by the securities laws of the state in which the Subscriber resides, the U.S. Securities Act and the rules and regulations thereunder, and any other applicable securities laws, and acknowledges
that no representation has been made respecting the applicable hold periods or other resale restrictions applicable to such securities which restrict the ability of the Subscriber (or others for whom it is contracting hereunder) to resell such securities, that the Subscriber (or others for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Subscriber is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale
restrictions and the Subscriber is aware that it (or beneficial persons for whom it is contracting hereunder) may not be able to resell such securities except in accordance with limited exemptions under the securities laws (including the U.S. Securities Act) and other applicable securities laws;




 


	
10.
	
the Subscriber will execute, deliver, file and otherwise assist the Company in filing, any report, undertaking or document with respect to the purchase, sale, conversion or exchange of the Shares as required by counsel for the Company;




 


	
11.
	
the Subscriber hereby authorizes the Company to correct any minor errors in, or complete any minor information missing from, any document which has been executed by the Subscriber and delivered to the Company with respect to this Subscription;




 


	
12.
	
if, for any reason, the offering of Shares is terminated or the Subscriber’s subscription is rejected, the Subscriber will have no claims against the Company, its directors and officers, shareholders, agents, advisors, and affiliates and shall have no interest in the Company or in any property or assets of the Company;




 


	
13.
	
Subscriber acknowledges that there are risks associated with the purchase of and investment in the Shares and the Subscriber, and each beneficial person for whom it is contracting hereunder, is knowledgeable, sophisticated and experienced in business and financial matters and is capable of evaluating the merits and risks of an investment in the Shares, fully understands the restrictions on resale of the
Shares and is able to bear the economic risk of an investment in the Shares;




 


	
14.
	
the Subscriber is familiar with the aims and objectives of the Company and the proposed use of the proceeds received by the Company from the sale of the Shares and is aware of the risk and other characteristics of an investment in the Shares;




 


	
15.
	
in evaluating the merits and risks of an investment in the Shares, the Subscriber has relied solely upon the advice of his, her or its legal, tax and investment advisors and not any oral or written statement made by, or on behalf of, the Company or its advisors;




 


	
16.
	
THE SUBSCRIBER IS RESPONSIBLE FOR OBTAINING HIS, HER OR ITS OWN LEGAL, INVESTMENT AND TAX ADVICE;




 


	
17.
	
the Company may pay a commission or fee in respect of the sale of the Shares;




 


	
18.
	
the Subscriber and each beneficial person for whom it is acting is a resident in the jurisdiction set out on the face page of this Agreement.  Such address was not created and is not used solely for the purpose of acquiring the Shares and the Subscriber and any beneficial person was solicited to
purchase in such jurisdiction and is acquiring the Shares for its own account or for the account of another Accredited Investor (as defined in Rule 501(a) of Regulation D under the U.S. Securities Act) over which the Subscriber exercises sole investment discretion, and as to which the Subscriber has the authority to make the statements set forth in this Agreement, in each case not with a view to, or for offer
or sale in connection with, any resale, distribution or other disposition of the Shares in any transaction that would be in violation of the U.S. Securities Act or applicable state securities laws; and




 



 



15







 





 


	
19.
	
The Subscriber, if an individual, is at least 18 years of age.  If Subscriber is an association or entity, each individual member of the association or entity is at least 18 years of age.  If Subscriber is acquiring the Shares for the account of another person, such person, if an individual is at least 18 years of age, or if such person is an association or entity, each individual member
of the association or entity is over 18 years of age.




 

Reliance Upon Representations, Warranties, Covenants, Acknowledgements and Agreements

 

The Subscriber acknowledges that the representations, warranties, covenants, acknowledgements and agreements contained in this Agreement are made with the intent that they may be relied upon by the Company, and the Subscriber hereby agrees to indemnify the Company, its officers, directors, employees and agents
against all losses, claims, costs, expenses and damages or liabilities which they may suffer or incur caused or arising from their reliance thereon.  The Subscriber covenants that the foregoing representations, warranties, covenants, acknowledgements and agreements will be true at the time of execution of this Agreement and at the date of issuance of the Shares and agrees that they shall survive the purchase by the Subscriber of the Shares.

 

Representations and Warranties of the Company

 

The Company represents and warrants that:

 


	
  
	
(a)
	
the Company is a valid and subsisting corporation duly incorporated and in good standing under the laws of the jurisdiction in which it is incorporated;





	
  
	 




	
  
	
(b)
	
the Company is duly registered and licensed to carry on business in the jurisdictions in which it carries on business or owns property where required under the laws of those jurisdictions;





	
  
	 




	
  
	
(c)
	
the issued capital of the Company consists of 258,444 shares of common stock and no shares of preferred stock, and the outstanding shares of the Company are fully paid and non-assessable;





	
  
	 




	
  
	
(d)
	
the Company will reserve or set aside sufficient shares in its treasury to issue the Shares;





	
  
	 




	
  
	
(e)
	
the issue and sale of the Shares by the Company does not and will not conflict with, and does not and will not result in a breach of, any of the terms of the Company’s incorporating documents or any agreement or instrument to which the Company is a party; and





	
  
	 




	
  
	
(f)
	
this Agreement has been or will be by the Closing, duly authorized by all necessary corporate action on the part of the Company, and the Company has full corporate power and authority to undertake the offering.




 



 



16







 





 

Indemnity

 

The Subscriber agrees to indemnify and hold harmless the Company and its directors, officers, employees, agents, advisers 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 litigation, administrative proceeding or investigation commenced or threatened or any claim whatsoever arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any document
furnished by the Subscriber to the Company in connection herewith.

 

Costs

 

The Subscriber acknowledges and agrees that all costs and expenses incurred by the Subscriber, including any fees and disbursements of any advisor retained by the Subscriber relating to the purchase of the Shares, shall be borne by the Subscriber.

 

Governing Law

 

This Agreement is governed by the laws of the Province of British Columbia.  The Subscriber, in his, her or its personal or corporate capacity and, if applicable, on behalf of each beneficial subscriber for whom he, she or it is acting, irrevocably attorns to the jurisdiction of the courts of the Province
of British Columbia.

 

Survival

 

The representations, warranties, covenants, acknowledgements and agreements contained in this Agreement shall survive the Closing and will continue in full force and effect and be binding upon the Subscriber notwithstanding any subsequent disposition by the Subscriber of the Shares.

 

Enurement

 

This Agreement will enure to the benefit of and be binding upon the Subscriber and the Company and their respective heirs, administrators, representatives, successors and permitted assigns.

 

Assignment

 

This Agreement is not transferable or assignable.

 

Counterparts

 

This Agreement may be executed in as many counterparts as may be necessary and by facsimile, each of such counterparts so executed will be deemed to be an original and such counterparts together will constitute one and the same instrument.


 



 



17







 



 



  Exhibit “B” to Subscription Agreement



  



  INVESTOR EXEMPTIONS QUESTIONNAIRE


 

The purpose of this Questionnaire is to assure the Company that the Subscriber will meet certain requirements for the registration and prospectus exemptions provided for under National Instrument 45-106 (“NI 45-106”) in respect to the issuance of the Shares pursuant to the Agreement.  The
Company will rely on the information contained in this Questionnaire for the purposes of such determination.

 

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

 


	
1.
	
they are (check 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
	o
	
(b)
	
a spouse, parent, grandparent, brother, sister or child of a director, executive officer or control person of the Company or an affiliate of the Company
	o
	
(c)
	
a parent, grandparent, brother, sister or child of the spouse of a director, executive officer or control person of the Company or an affiliate of the Company
	o
	
(d)
	
a close personal friend of a director, executive officer or control person of the Company or an affiliate of the Company
	o
	
(e)
	
a close business associate of a director, executive officer or control person of the Company or an affiliate of the Company
	o
	
(f)
	
a founder of the Company or a spouse, parent, grandparent, brother, sister, child, close personal friend or close business associate of a founder of the Company
	o
	
(g)
	
a parent, grandparent, brother, sister or child of the spouse of a founder of the Company
	o
	
(h)
	
a company, partnership or other entity which a majority of the voting securities are beneficially owned by, or a majority of the directors are, persons or companies as described in paragraphs (a) to (g) above
	o
	
(i)
	
purchasing the Shares as principal with an aggregate value of more than CDN$150,000
	o
	
(j)
	
an accredited investor
	o



 


	
2.
	
if the Subscriber has checked one or more of boxes b, c, d, e, f, g or h in section 1 above, the director(s), executive officer(s), control person(s) or founder(s) of the Company with whom the Subscriber 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 h, also indicate which of a to g describes the security holders or directors which
qualify you as box h and provide the names of those individuals.  Please attach a separate page if necessary).

 

 



 



18







 



 


	
3.
	
If the Subscriber has ticked box j in section 1 above, the Subscriber acknowledges and agrees that the Company shall not consider the Subscriber’s request for the Shares for acceptance unless the undersigned provides to the Company:




 


	
  
	
(a)
	
the information required in sections 4 and 5; and




 


	
  
	
(b)
	
such other supporting documentation that the Company or its legal counsel may request to establish the Subscriber’s qualification as an Accredited Investor;




 


	
4.
	
the Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Transaction and the Subscriber is able to bear the economic risk of loss arising from such Transaction;




 


	
5.
	
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):




 


	
o
	
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;




 


	
o
	
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 those years and who, in either case, reasonably expects to exceed that net income level in the current calendar year;




 


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




 


	
o
	
an entity, 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;




 


	
o
	
an entity registered under the securities legislation of a jurisdiction of Canada as an advisor or dealer, other than a person registered solely as a limited market dealer under one or both of the Securities Act (B.C.) or any entity organized in a foreign jurisdiction that is analogous to any
such person or entity; or




 


	
o
	
an entity in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons or companies that are accredited investors.




 

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 securities legislation.

 

IN WITNESS WHEREOF, the undersigned has executed this Investor Exemptions Questionnaire.

 

 

_____________________________                                                                                     Date:
_____________________, 2009

Signature

 

_____________________________

Print Name

 

 

_____________________________

Title (if applicable)

 

 



 



19







 



 

Exhibit “C” to Subscription Agreement

 

ACCREDITED INVESTOR QUESTIONNAIRE

 

The undersigned satisfies one or more of the categories of "Accredited Investors", as defined by Regulation D promulgated under the “U.S. Securities Act, as indicated below:  (Please initial in the space provide those categories, if any, of an "Accredited Investor" which the undersigned satisfies.)

 


	
o
	
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.




 


	
o
	
Category 2
	
A natural person whose individual net worth, or joint net worth with that person's spouse, on the date of purchase exceeds US $1,000,000.




 


	
o
	
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 $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.




 


	
o
	
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 Securities 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 company as defined in Section 2(13) of the 1933 Act; an investment company registered under the Investment Company Act of 1940 (United States) or a business development company as defined in Section 2(a)(48) of such Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(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 company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directed plan, whose investment decisions are made solely by persons that are accredited investors.




 


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




 


	
o
	
Category 6
	
A director or executive officer of the Company.




 


	
o
	
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.




 


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




 



 



20







 



 

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

 

If the Subscriber is an entity which 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:

 

_____________________________________________________________________________

 

 

IN WITNESS WHEREOF, I have executed this Accredited Investor Questionnaire.

 

 

 

_____________________________                                                                                     Date:
_____________________, 2009

Signature

 

_____________________________

Print Name

 

 

_____________________________

Title (if applicable)

 

21