TransAKT Ltd.: Exhibit 10.2 - Filed by newsfilecorp.com






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

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

SUBSCRIPTION AGREEMENT – DEBT SETTLEMENT
(Offshore
Subscribers)

	TO: 	TransAKT Ltd. (the
      “Company”) 
	  	No.3, Lane 141, Sec. 3, Beishen
      Rd., 
	 	Shenkeng
      Township,  
	  	Taipei County 222, Taiwan
      (R.O.C.) 


Purchase of Shares

WHEREAS:

A. __________________(the “Subscriber”) wishes to subscribe for
_______________common shares in the capital stock of our Company (the “Shares”),
at a deemed price of $___________per Share, for an aggregate cost of
$___________(the “Subscription Proceeds”); 

B. The Company is indebted to the Subscriber in the amount of
$___________(the "Indebtedness”); 

C. In lieu of receiving cash as payment of the Indebtedness,
the Subscriber has agreed to accept the Shares as payment of the Indebtedness
pursuant to the terms and conditions set forth in this Agreement; and

D. In lieu of receiving cash in payment of the Subscription
Proceeds, the Company is willing to apply the Indebtedness in payment of the
Subscription Proceeds.

NOW THEREFORE THIS AGREEMENT witnesses that, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:




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1.       Subscription

1.1     On the basis of the representations and warranties and
subject to the terms and conditions set forth herein and, as applicable, in the
Canadian Questionnaire attached hereto incorporated herein as Appendix I, the
Subscriber hereby irrevocably subscribes for and agrees to purchase
_____________shares (collectively, the “Shares” or the
“Securities”) of the Company’s common stock (the “Common Stock”),
par value US$0.001 at a purchase price per Share of US$___________(the
subscription and agreement to purchase being the “Subscription”), for an
aggregate purchase price of US$___________(the “Subscription
Proceeds”).

1.2     On the basis of the representations and warranties and
subject to the terms and conditions set forth herein, the Company hereby
irrevocably agrees to sell the Shares to the Subscriber.

1.3      Subject to the terms hereof, the Subscription will be
effective upon its acceptance by the Company.

2.        Payment

2.1      The Company acknowledges that:

	 	(a) 	
      the balance currently due from the Company to the
      Subscriber pursuant to the Indebtedness is an aggregate amount of
      $___________(the “Indebtedness”); and

	 	 	 
	 	(b) 	
      the Company and the Subscriber agree to apply the entire
      amount of the Indebtedness in payment of the Subscription Proceeds and,
      upon delivery of a signed copy of this Subscription Agreement to the
      Subscriber together with a certificate evidencing the Shares registered as
      provided in this Subscription Agreement (the “Share Certificate”),
      the Indebtedness shall be fully paid (and the date of repayment shall be
      the date that the Share Certificate is issued).



3.        Release

3.1      The Subscriber hereby agrees that upon delivery of the
Shares by the Company in accordance with the provisions of this Agreement, the
Indebtedness will be fully satisfied and extinguished, and the Subscriber will
remise, release and forever discharge the Company and its respective directors,
officers, employees, successors, solicitors, agents and assigns from any and all
obligations relating to the Indebtedness.

4.        Documents Required from Subscriber

4.1      The Subscriber must complete, sign and return to the
Company prior to the Closing Date: 

	 	(a) 	
      one executed copy of this Subscription Agreement
    and;

	 	 	 
	 	(b) 	
      if the Subscriber has been or will be, for the purposes
      of the Income Tax Act, Canada, a resident of Canada within a twelve month
      period of the Closing Date, one completed and executed copy of the
      Canadian Questionnaire in the form attached as Appendix
  1.



4.2 The Subscriber shall complete, sign and return to the
Company without undue delay, on request by the Company, any additional
documents, questionnaires, notices and undertakings as may be required by
regulatory authorities, the OTC Bulletin Board and applicable law.

5. Closing

5.1 The sale of the Shares shall be completed (the
“Closing”) at such date as the parties may agree upon (the “Closing
Date”).




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6. Acknowledgements of Subscriber

6.1 The Subscriber acknowledges and agrees that:

	 	(a) 	
      none of the Securities have been or will be registered
      under the 1933 Act, or under any state securities or “blue sky” laws of
      any state of the United States, and, unless so registered, may not be
      offered or sold in the United States or, directly or indirectly, to U.S.
      Persons, as that term is defined in Regulation S under the 1933 Act
      (“Regulation S”), except in accordance with the provisions of
      Regulation S, pursuant to an effective registration statement under the
      1933 Act, or pursuant to an exemption from, or in a transaction not
      subject to, the registration requirements of the 1933 Act and in each case
      only in accordance with applicable state securities laws;

	 	 	 
	 	(b) 	
      the Company has not undertaken, and will have no
      obligation, to register any of the Securities under the 1933 Act or any
      other securities legislation;

	 	 	 
	 	(c) 	
      the 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 Company and such decision is based entirely upon a review
      of this Subscription Agreement and any public information which has been
      filed by the Company with the Securities and Exchange Commission
      (“SEC”) in compliance, or intended compliance, with applicable
      securities legislation;

	 	 	 
	 	(d) 	
      the Subscriber has been advised to consult the
      Subscriber’s own legal, tax and other advisors with respect to the merits
      and risks of an investment in the Securities and with respect to
      applicable resale restrictions, and it is solely responsible (and the
      Company is not in any way responsible) for compliance
  with:




	 	(i) 	
      any applicable laws of the jurisdiction in which the
      Subscriber is resident in connection with the distribution of the
      Securities hereunder, and

	 	 	 
	 	(ii) 	
      applicable resale
restrictions;




	 	(e) 	
      none of the Securities are listed on any stock exchange
      or automated dealer quotation system and no representation has been made
      to the Subscriber that any of the Securities will become listed on any
      stock exchange or automated dealer quotation system, except that currently
      certain market makers make market in the common shares of the Company on
      the OTC Bulletin Board operated by the Financial Industry Regulatory
      Authority (“FINRA”);

	 	 	 
	 	(f) 	
      none of the Securities may be offered or sold by the
      Subscriber to a U.S. Person (as defined in Section 7.2, below, or for the
      account or benefit of a U.S. Person (other than a distributor) prior to
      the end of the Distribution Compliance Period (as defined
  herein);

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

	 	 	 
	 	(h) 	
      no documents in connection with the sale of the Shares
      hereunder have been reviewed by the SEC or any state securities
      administrators;

	 	 	 
	 	(i) 	
      the Subscriber is purchasing the Securities pursuant to
      an exemption from the registration and the prospectus requirements of
      applicable securities legislation on the basis that the Subscriber is not
      a resident of United States and, as a
consequence:




	 	(i) 	
      is restricted from using most of the civil remedies
      available under U.S. securities legislation,







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	 	(ii) 	
      may not receive information that would otherwise be
      required to be provided under U.S. securities legislation, and

	 	 	 
	 	(iii) 	
      the Company is relieved from certain obligations that
      would otherwise apply under U.S. securities
legislation;




	 	(j) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer and sale of the Securities, although in technical
      compliance with Regulation S, would not be available if the offering is
      part of a plan or scheme to evade the registration provisions of the 1933
      Act; and

	 	 	 
	 	(k) 	
      this Subscription Agreement is not enforceable by the
      Subscriber unless it has been accepted by the
Company.



7.       Representations, Warranties and Covenants of
the Subscriber

7.1      The Subscriber hereby represents and warrants to and
covenants with the Company (which representations, warranties and covenants
shall survive the Closing) that:

	 	(a) 	
      the Subscriber is not a U.S. Person;

	 	 	 
	 	(b) 	
      the Subscriber is not acquiring the Securities for the
      account or benefit of, directly or indirectly, any U.S. Person;

	 	 	 
	 	(c) 	
      the Subscriber is resident in the jurisdiction set out
      under the heading “Name and Address of Subscriber” on the signature page
      of this Subscription Agreement and the sale of the Securities to the
      Subscriber as contemplated in this Subscription Agreement complies with or
      is exempt from the applicable securities legislation of the jurisdiction
      of residence of the Subscriber;

	 	 	 
	 	(d) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Subscription Agreement and to take all actions
      required pursuant hereto and, if the Subscriber is a corporation, it is
      duly incorporated and validly subsisting under the laws of its
      jurisdiction of incorporation and all necessary approvals by its
      directors, shareholders and others have been obtained to authorize
      execution and performance of this Subscription Agreement on behalf of the
      Subscriber;

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

	 	 	 
	 	(f) 	
      the Subscriber is acquiring the Securities as principal
      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 Securities, and it has not subdivided its interest in the
      Securities with any other person;

	 	 	 
	 	(g) 	
      the Subscriber is outside the United States when
      receiving and executing this Subscription Agreement and is acquiring the
      Securities as principal for the Subscriber’s own account for investment
      purposes only, and not with a view to, or for, resale, distribution or
      fractionalisation thereof, in whole or in part, and no other person has a
      direct or indirect beneficial interest in the Securities;

	 	 	 
	 	(h) 	
      the Subscriber is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the entire investment and it has carefully read and considered the matters
      set forth under the heading “Risk Factors” appearing in the Company’s
      Forms 10- KSB, 10-QSB, 8-K and any other filings filed with the
  SEC;







- 5 -

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

	 	 	 
	 	(j) 	
      the Subscriber is not an underwriter of, or dealer in,
      the common shares of the Company, nor is the Subscriber participating,
      pursuant to a contractual agreement or otherwise, in the distribution of
      any of the Securities;

	 	 	 
	 	(k) 	
      the Subscriber understands and agrees that none of the
      Securities have been or will be registered under the 1933 Act or under any
      state securities or “blue sky” laws of any state of the United States and,
      unless so registered, may not be offered or sold in the United States or
      directly or indirectly to U.S. Persons, except in accordance with the
      provisions of Regulation S (“Regulation “S” promulgated under the 1933
      Act, 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;

	 	 	 
	 	(l) 	
      the Subscriber understands and agrees that offers and
      sales of any of the Securities prior to the expiration of a period of six
      months after the date of original issuance of the Securities (the six
      month period hereinafter referred to as the “Distribution Compliance
      Period”) shall only be made in compliance with the safe harbor
      provisions set forth in Regulation S, pursuant to the registration
      provisions of the 1933 Act or an exemption therefrom, and that all offers
      and sales after the Distribution Compliance Period shall be made only in
      compliance with the registration provisions of the 1933 Act or an
      exemption therefrom and in each case only in accordance with applicable
      state securities laws;

	 	 	 
	 	(m) 	
      the Subscriber has not acquired the Securities as a
      result of, and it covenants that it will not itself engage in, any
      “directed selling efforts” (as defined in Regulation S) in the United
      States in respect of any of the Securities which would include any
      activities undertaken for the purpose of, or that could reasonably be
      expected to have the effect of, conditioning the market in the United
      States for the resale of any of the Securities; provided, however, that
      the Subscriber may sell or otherwise dispose of any of the Securities
      pursuant to registration of any of the Securities pursuant to the 1933 Act
      and any applicable state securities laws or under an exemption from such
      registration requirements and as otherwise provided herein;

	 	 	 
	 	(n) 	
      the Subscriber agrees not to engage in any hedging
      transactions involving any of the Securities unless such transactions are
      in compliance with the provisions of the 1933 Act and in each case only in
      accordance with applicable state securities laws;

	 	 	 
	 	(o) 	
      the Subscriber will indemnify the Company against, and
      will hold the Company and, where applicable, its respective directors,
      officers, employees, agents, advisors and shareholders harmless from, 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 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 to the
      Company in connection therewith;

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







- 6 -

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




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

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

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

	 	 	 
	 	(iv) 	
      that any of the Securities will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Securities of the
      Company on any stock exchange or automated dealer quotation system, except
      that currently the Company’s common shares are quoted on the over-the-
      counter market operated by the Over-The-Counter Bulletin Board operated by
      FINRA.



7.2      In this Subscription Agreement, the term “U.S. Person”
shall have the meaning ascribed thereto in Regulation S.

8.         Representations and Warranties will be Relied
Upon by the Company

8.1      The Subscriber acknowledges that the representations and
warranties contained herein are made by it with the intention that such
representations and warranties may be relied upon by the Company and its legal
counsel in determining the Subscriber’s eligibility to purchase the Securities
under applicable securities legislation. The Subscriber further agrees that by
accepting delivery of the certificates representing the Shares, it will be
representing and warranting that the representations and warranties contained
herein are true and correct as at the Closing Date with the same force and
effect as if they had been made by the Subscriber on the date of this
Subscription Agreement and that they will survive the purchase by the Subscriber
of the Shares and will continue in full force and effect notwithstanding any
subsequent disposition by the Subscriber thereof.

9.         Resale Restrictions

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

9.2      The Subscriber acknowledges that restrictions on the
transfer, sale or other subsequent disposition of the Securities by the
Subscriber may be imposed by securities laws in addition to any restrictions
referred to in Section 9.1 above, and, in particular, the Subscriber
acknowledges and agrees that none of the Securities may be offered or sold to a
U.S. Person or for the account or benefit of a U.S. Person (other than a
distributor) prior to the end of the Distribution Compliance Period.

10.        Acknowledgement and Waiver

10.1      The Subscriber has acknowledged that the decision to
purchase the Securities was solely made on the basis of information available to
the Subscriber on the EDGAR database maintained by the SEC at www.sec.gov. The Subscriber hereby waives, to the
fullest extent permitted by law, any rights of withdrawal, rescission or
compensation for damages to which the Subscriber might be entitled in connection
with the distribution of the Securities.




- 7 -

11.        Legending of Subject Securities

11.1      The Subscriber hereby acknowledges that that upon the
issuance thereof, and until such time as the same is no longer required under
the applicable securities laws and regulations, the certificates representing
any of the Securities will bear a legend in substantially the following
form:

“THESE SECURITIES WERE ISSUED 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”).
ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN
REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR
INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT 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. IN ADDITION, HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE
WITH THE 1933 ACT.

11.2      The Subscriber hereby acknowledges and agrees to the
Company making a notation on its records or giving instructions to the registrar
and transfer agent of the Company in order to implement the restrictions on
transfer set forth and described in this Subscription Agreement.

12.       Costs

12.1      The Subscriber acknowledges and agrees that all costs and
expenses incurred by the Subscriber (including any fees and disbursements of any
special counsel retained by the Subscriber) relating to the purchase of the
Shares shall be borne by the Subscriber.

13.        Governing Law

13.1      This Subscription Agreement is governed by the laws of the
State if Nevada and the federal laws of the United States applicable
therein.

14.        Survival

14.1       This Subscription Agreement, including without limitation
the representations, warranties and covenants contained herein, shall survive
and continue in full force and effect and be binding upon the parties hereto
notwithstanding the completion of the purchase of the Securities by the
Subscriber pursuant hereto.

15.         Assignment

15.1      This Subscription Agreement is not transferable or
assignable.

16.        Severability

16.1      The invalidity or unenforceability of any particular
provision of this Subscription Agreement shall not affect or limit the validity
or enforceability of the remaining provisions of this Subscription
Agreement.

17.        Entire Agreement

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




- 8 -

18.         Notices

18.1      All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if mailed or transmitted by
any standard form of telecommunication. Notices to the Subscriber shall be
directed to the address on the signature page of this Subscription Agreement and
notices to the Company shall be directed to it at:

TransAKT Ltd. 
No.3, Lane 141, Sec.
3, Beishen Rd., 
Shenkeng Township, 
Taipei County 222, Taiwan
(R.O.C.)

19.         Counterparts and Electronic Means

19.1      This Subscription Agreement may be executed in any number
of counterparts, each of which, when so executed and delivered, shall constitute
an original and all of which together shall constitute one instrument. Delivery
of an executed copy of this Subscription Agreement by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy will be deemed to be execution and delivery of this Subscription
Agreement as of the date hereinafter set forth.

20.         Delivery Instructions

20.1      The Subscriber hereby directs the Company to deliver the
Share Certificate issued pursuant to this Subscription Agreement to:

[INSERT SUBSCRIBER ADDRESS]

20.2      The Subscriber hereby directs the Company to cause the
Share Certificate issued pursuant to this Subscription Agreement to be
registered on the books of the Company as follows:

[INSERT SUBSCRIBER ADDRESS]




- 9 -

20.3        The undersigned hereby acknowledges that it will deliver
to the Company all such additional completed forms in respect of the
Subscriber’s purchase of the Securities as may be required for filing with the
appropriate securities commissions and regulatory authorities.

IN WITNESS WHEREOF the Subscriber has duly executed this
Subscription Agreement as of the date of acceptance by the Company.

	 	 
	 	(Name of Subscriber – Please type or print)
  
	 	 
	 	(Signature and, if applicable, Office) 
	 	 
	 	(Address of Subscriber) 
	 	 
	 	(City, State or Province, Postal Code of
      Subscriber) 
	 	 
	 	(Country of Subscriber)







- 1 -

A C C E P T A N C E

The above-mentioned Subscription Agreement in respect of the
Shares is hereby accepted by TransAKT Ltd.

DATED at____________ as of the______________ day of _______________, 201___.

TRANSAKT LTD.

	 Per: 		 
	 	Authorized Signatory 	 






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All Subscribers resident in Canada must complete the
Canadian Questionnaire. 

APPENDIX 2

SCHEDULE A

CANADIAN QUESTIONNAIRE

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

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

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

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

	 	 	 
	 	2. 	
      the Subscriber is (tick one or more of the following
      boxes):




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






- 3 -

	 	3. 	
      if the Subscriber has checked box B, C, D, E, G or H in
      Section 2 above, the director, executive officer, founder or control
      person of the Company with whom the undersigned has the
  relationship is:

	 	 	 
			
       

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

	 	 	 
	 	4. 	
      if the Subscriber is resident in Ontario, the Subscriber
      is (tick one or more of the following
boxes):





	 	(A) 	
      a founder of the Company
	 [  ]
	 	 	 	 
	 	(B) 	
      an affiliate of a founder of the Company
	 [  ]
	 	 	 	 
	 	(C) 	
      a spouse, parent, brother, sister, grandparent or child
      of a director, executive officer or founder of the Company
	 [  ]
	 	 	 	 
	 	(D) 	
      a person that is a control person of the Company
	 [  ]
	 	 	 	 
	 	(E) 	
      an accredited investor
	 [  ]
	 	 	 	 
	 	(F) 	
      purchasing as principal Securities with an aggregate
      acquisition cost of not less than CDN$150,000
	 [  ]



	 	5. 	
      if the Subscriber has checked box A, B, C or D in Section
      4 above, the director, executive officer, founder or control person of the
      Company with whom the undersigned has the relationship is:

			
      _______________________________________________________________________________

	 	 	 
			
      (Instructions to Subscriber: fill in the name of each
      director, executive officer, founder, affiliate and control person which
      you have the above-mentioned relationship with.)

	 	 	 
	 	6. 	
      if the Subscriber has ticked box F in Section 2 or box E
      in Section 4 above, the Subscriber satisfies one or more of the categories
      of "accredited investor" (as that term is defined in NI 45-106) indicated
      below (please check the appropriate box):





		[  ] 	(a) a Canadian financial
      institution as defined in National Instrument 14-101, or an authorized
      foreign bank listed in Schedule III of the Bank Act (Canada);
	 	  	  
		[  ] 	(b) the Business Development Bank
      of Canada incorporated under the Business Development Bank Act
      (Canada); 
	 	  	  
		[  ] 	(c) a subsidiary of any person
      referred to in any of the foregoing categories, if the person owns all of
      the voting securities of the subsidiary, except the voting securities
      required by law to be owned by directors of that subsidiary; 
	 	  	  
		[  ] 	(d) an individual registered or
      formerly registered under securities legislation in a jurisdiction of
      Canada, as a representative of a person or company registered under
      securities legislation in a jurisdiction of Canada, as an adviser or
      dealer, other than a limited market dealer registered under the
      Securities Act (Ontario) or the Securities Act
      (Newfoundland); 






- 4 -

	 	[  ] 	(e) an individual registered or
      formerly registered under the securities legislation of a jurisdiction of
      Canada as a representative of a person referred to in paragraph (d);
	 	  	  
	 	[  ] 	(f) the government of Canada or a
      province, or any crown corporation or agency of the government of Canada
      or a province; 
	 	  	  
	 	[  ] 	(g) a municipality, public board
      or commission in Canada and a metropolitan community, school board, the
      Comite de gestion de la taxe scholaire de l'ile de Montreal or an
      intermunicipal management board in Québec; 
	 	  	  
	 	[  ] 	(h) a national, federal, state,
      provincial, territorial or municipal government of or in any foreign
      jurisdiction, or any agency thereof; 
	 	  	  
	 	[  ] 	(i) a pension fund that is
      regulated by either the Office of the Superintendent of Financial
      Institutions (Canada) or a pension commission or similar regulatory
      authority of a jurisdiction of Canada; 
	 	  	  
	 	[  ] 	(j) an individual who either
      alone or with a spouse beneficially owns, directly or indirectly,
      financial assets (as defined in NI 45-106) having an aggregate realizable
      value that, before taxes but net of any related liabilities, exceeds
      CDN$1,000,000; 
	 	  	  
	 	[ ] 	(k) an individual whose net
      income before taxes exceeded CDN$200,000 in each of the two more recent
      calendar years or whose net income before taxes combined with that of a
      spouse exceeded $300,000 in each of those years and who, in either case,
      reasonably expects to exceed that net income level in the current calendar
      year; 
	 	  	  
	 	[ ] 	(l) an individual who, either
      alone or with a spouse, has net assets of at least CDN $5,000,000; 
	 	  	  
	 	[ ] 	(m) a person, other than an
      individual or investment fund, that had net assets of at least
      CDN$5,000,000 as reflected on its most recently prepared financial
      statements; 
	 	  	  
	 	[ ] 	(n) an investment fund that
      distributes it securities only to persons that are accredited investors at
      the time of distribution, a person that acquires or acquired a minimum of
      CDN$150,000 of value in securities, or a person that acquires or acquired
      securities under Sections 2.18 or 2.19 of NI 45-106; 
	 	  	  
	 	[ ] 	(o) an investment fund that
      distributes or has distributed securities under a prospectus in a
      jurisdiction of Canada for which the regulator or, in Québec, the
      securities regulatory authority, has issued a receipt; 
	 	  	  
	 	[ ] 	(p) a trust company or trust
      corporation registered or authorized to carry on business under the
      Trust and Loan Companies Act (Canada) or under comparable
      legislation in a jurisdiction of Canada or a foreign jurisdiction, acting
      on behalf of a fully managed account managed by the trust company or trust
      corporation, as the case may be; 
	 	  	  
	 	[ ] 	(q) a person acting on behalf of
      a fully managed account managed by that person, if that person (i) is
      registered or authorized to carry on business as an adviser or the
      equivalent under the securities legislation of a jurisdiction of Canada or
      a foreign jurisdiction, and (ii) in Ontario, is purchasing a security that
      is not a security of an investment fund; 
	 	  	  
	 	[ ] 	(r) a registered charity under
      the Income Tax Act (Canada) that, in regard to the trade, has
      obtained advice from an eligibility advisor or an advisor registered under
      the securities legislation of the jurisdiction of the registered charity
      to give advice on the securities being traded; 






- 5 -

	 	[ ] 	(s) an entity organized in a foreign
      jurisdiction that is analogous to any of the entities referred to in
      paragraphs (a) to (d) or paragraph (i) in form and function; 
	 	  	  
	 	[ ] 	(t) a person in respect of which all of the
      owners of interests, direct, indirect or beneficial, except the voting
      securities required by law are persons or companies that are accredited
      investors; 
	 	  	  
	 	[ ] 	(u) an investment funds that is advised by a
      person registered as an advisor or a person that is exempt from
      registration as an advisor; or 
	 	  	  
	 	[ ] 	(v) a person that is recognized or designated
      by the securities regulatory authority or, except in Ontario and Québec,
      the regulator as (i) an accredited investor, or (ii) an exempt purchaser
      in Alberta or British Columbia after this instrument comes into force;
  


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 Securities under relevant
legislation.

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

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