Del Toro Silver Corp. - Exhibit 10.16 - Filed by newsfilecorp.com






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. 

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT 

  (US Subscribers) 

	TO: 	Del Toro Silver Corp. (the
      “Company”) 
	 	400 - 409 Granville Street 
	  	Vancouver, BC, Canada V6C 1T2



PURCHASE OF UNITS 

1.              
Subscription 

1.1            
On the basis of the representations and warranties and subject to the terms and
conditions set forth herein, the undersigned (the “Subscriber”) hereby
irrevocably subscribes for and agrees to purchase units (the “Units”) of
the Company at a price of $0.075 per Unit (such subscription and agreement to
purchase being the “Subscription”), for an aggregate purchase price as
set out on the signature page of this Subscription Agreement (the
“Subscription Proceeds”) which is tendered herewith, on the basis of the
representations and warranties and subject to the terms and conditions set forth
herein. 

1.2            
Each Unit will consist of one common share in the capital of the Company (each,
a “Share”) and one common share purchase warrant (each, a
“Warrant”) subject to adjustment. Each Warrant shall be non-transferable.
Each Warrant shall entitle the holder thereof to purchase one common share in
the capital of the Company (each, a “Warrant Share”), as presently
constituted, for a period of one year commencing from the Closing Date (as
defined herein) at an exercise price of $0.15 per Warrant Share. The Shares,
Warrants and Warrant Shares are referred to herein as the “Securities”.


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

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

2.             
 Payment 

2.1            
The Subscription Proceeds must accompany this Subscription and shall be paid by
certified cheque or bank draft drawn on a Canadian chartered bank, and made
payable and delivered to the Company. Alternatively, the Subscription Proceeds
may be wired to the Company or its lawyers pursuant to wiring instructions that
will be provided to the Subscriber upon request. If the funds are wired to the
Company’s lawyers, those lawyers are authorized to immediately deliver the funds
to the Company. 

2.2            
The Subscriber acknowledges and agrees that this Subscription Agreement, the
Subscription Proceeds and any other documents delivered in connection herewith
will be held on behalf of the Company. In the event that this Subscription
Agreement is not accepted by the Company for whatever reason, which the
Company




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expressly reserves the right to do, within 45 days of the
delivery of an executed Subscription Agreement by the Subscriber, this
Subscription Agreement, the Subscription Proceeds (without interest thereon) and
any other documents delivered in connection herewith will be returned to the
Subscriber at the address of the Subscriber as set forth in this Subscription
Agreement. 

2.3            
Where the Subscription Proceeds are paid to the Company, the Company is entitled
to treat such Subscription Proceeds as an interest free loan to the Company
until such time as the Subscription is accepted and the certificates
representing the Shares have been issued to the Subscriber. 

3.              
Documents Required from Subscriber and Independent Legal Advice


3.1            
The Subscriber must complete, sign and return to the Company the following
documents: 

	 	(a) 	
      two (2) executed copies of this Subscription
      Agreement;

	 	 	 
	 	(b) 	
      a US Investor Questionnaire (the “US
      Questionnaire”) attached as Exhibit A to this Subscription
      Agreement;

	 	 	 
	 	(c) 	
      a Canadian Investor Questionnaire (the “Canadian
      Questionnaire”, and together with the US Questionnaire, the
      “Questionnaires”) attached as Exhibit A
hereto.



3.2            
The Subscriber shall complete, sign and return to the Company as soon as
possible, on request by the Company, any additional documents, questionnaires,
notices and undertakings as may be required by any regulatory authorities and
applicable law. 

3.3            
Both parties to this Subscription Agreement acknowledge and agree that Clark
Wilson LLP has acted as counsel only to the Company and is not protecting the
rights and interests of the Subscriber. The Subscriber acknowledges and agrees
that the Company and Clark Wilson LLP have given the Subscriber the opportunity
to seek, and have recommended that the Subscriber obtain, independent legal
advice with respect to the subject matter of this Subscription Agreement and,
further, the Subscriber hereby represents and warrants to the Company and Clark
Wilson LLP that the Subscriber has sought independent legal advice or waives
such advice. 

4.              
Conditions and Closing 

4.1            
Closing of the purchase and sale of the Units shall occur on or before
________________, 2010, or on such other date as may be determined by the
Company in its sole discretion (the “Closing Date”). The Subscriber
acknowledges that Units may be issued to other subscribers under this offering
(the “Offering”) before or after the Closing Date. The Company, may, at
its discretion, elect to close the Offering in one or more closings, in which
event the Company may agree with one or more subscribers (including the
Subscriber hereunder) to complete delivery of the Shares and Warrants to such
subscriber(s) against payment therefore at any time on or prior to the Closing
Date. 

4.2            
The Subscriber acknowledges that the certificates representing the Shares and
the Warrants will be available for delivery upon Closing provided that the
Subscriber has satisfied the requirements of Section 3 hereof and the Company
has accepted this Subscription Agreement. 

5.             
 Acknowledgements and Agreements of Subscriber 

5.1            
The Subscriber acknowledges and agrees that: 

	 	(a) 	
      none of the Securities have been or will be registered
      under the United States Securities Act of 1933, as amended (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







- 3 -


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 and provincial securities laws;

	 	(b) 	
      the Subscriber acknowledges that 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) 	
      by completing the Questionnaires, if applicable, the
      Subscriber is representing and warranting the Subscriber is an “Accredited
      Investor”, as the term is defined in Regulation D of the 1933 Act and that
      the Subscriber satisfies one of the categories of registration and
      prospectus exemptions provided in National Instrument 45-106 (“NI 45-106”)
      adopted by the British Columbia Securities Commission (the “BCSC”) and
      other provincial securities commissions;

	 	 	 
	 	(d) 	
      the decision to execute this Subscription Agreement and
      acquire the Securities 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 any public information which has been filed by the Company with the
      Securities and Exchange Commission (the “SEC”) in compliance, or
      intended compliance, with applicable securities legislation;

	 	 	 
	 	(e) 	
      the Subscriber and the Subscriber’s advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Company in connection with the distribution of the Securities hereunder,
      and to obtain additional information, to the extent possessed or
      obtainable without unreasonable effort or expense, necessary to verify the
      accuracy of the information about the Company;

	 	 	 
	 	(f) 	
      the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Subscriber during reasonable business hours at its
      principal place of business, and all documents, records and books in
      connection with the distribution of the Securities hereunder have been
      made available for inspection by the Subscriber, the Subscriber’s lawyer
      and/or advisor(s);

	 	 	 
	 	(g) 	
      all of the information which the Subscriber has provided
      to the Company is correct and complete as of the date the Subscription
      Agreement is signed, and if there should be any change in such information
      prior to this Subscription Agreement being executed by the Company, the
      Subscriber will immediately provide the Company with such
    information;

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

	 	 	 
	 	(i) 	
      the Subscriber will indemnify and hold harmless the
      Company and, where applicable, its directors, officers, employees, agents,
      advisors and shareholders, from and against any and all loss, liability,
      claim, damage and expense whatsoever (including, but not limited to, any
      and all fees, costs and expenses whatsoever reasonably incurred in
      investigating, preparing or defending against any claim, lawsuit,
      administrative proceeding or investigation whether commenced or
      threatened) arising out of or based upon any representation or warranty of
      the Subscriber contained in this Subscription Agreement, the Questionnaire
      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;

	 	 	 
	 	(j) 	
      the Company will refuse to register any transfer of the
      Securities not made in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the 1933 Act
    or







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pursuant to an available exemption
from the registration requirements of the 1933 Act and in accordance with any
other applicable securities laws; 

	 	(k) 	
      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;

	 	 	 	 
	 	(l) 	
      in addition to resale restrictions imposed under U.S.
      securities laws, there are additional restrictions on the Subscriber’s
      ability to resell any of the Securities in Canada under the Securities
      Act (British Columbia) (the “BC Act”) and National Instrument
      51-102 as adopted by the BCSC;

	 	 	 	 
	 	(m) 	
      the Company has advised the Subscriber that the Company
      is relying on an exemption from the requirements to provide the Subscriber
      with a prospectus to issue the Securities and, as a consequence of
      acquiring the Securities pursuant to such exemption certain protections,
      rights and remedies provided by the applicable securities legislation of
      British Columbia including statutory rights of rescission or damages, will
      not be available to the Subscriber;

	 	 	 	 
	 	(n) 	
      others will rely upon the truth and accuracy of the
      representations and warranties contained in this Section 5.1 and if such
      representations and warranties are no longer accurate or have been
      breached, the Subscriber shall immediately notify the Company;

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

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

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

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



6.              
Representations, Warranties and Covenants of the Subscriber


6.1            
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 a U.S. Person;

	 	 	 
	 	(b) 	
      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;

	 	 	 
	 	(c) 	
      it 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 corporate entity, 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;







- 5 -


	 	(d) 	
      the entering into of this Subscription Agreement and the
      transactions contemplated hereby do not result in the violation of any of
      the terms and provisions of any law applicable to, or 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;

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

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

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

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

	 	 	 
	 	(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 Units for
      an indefinite period of time;

	 	 	 
	 	(j) 	
      the Subscriber (i) is able to fend for him/her/itself in
      the Subscription; (ii) has such knowledge and experience in business
      matters as to be capable of evaluating the merits and risks of its
      prospective investment in the Units; and (iii) has the ability to bear the
      economic risks of its prospective investment and can afford the complete
      loss of such investment;

	 	 	 
	 	(k) 	
      all information contained in the Questionnaires is
      complete and accurate and may be relied upon by the Company;

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

	 	 	 
	 	(m) 	
      the Subscriber is purchasing the Units 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 is such Units,
      and the Subscriber has not subdivided his interest in the Units with any
      other person;

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

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

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




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







- 6 - 

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

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

	 	 	 
	 	(iv) 	
      that any of the Units 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 Units of the Company
      on any stock exchange or automated dealer quotation system;
  and




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

	 	 	 	 
	 		(i) 	
      a fully completed and executed copy of each of the
      Questionnaires in the forms attached hereto as Exhibit A, and

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



6.2            
In this Subscription Agreement, the term “U.S. Person” shall have the
meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for
the purpose of the Subscription Agreement includes any person in the United
States. 

7.             
 Representations and Warranties will be Relied Upon by the
Company 

7.1            
The Subscriber acknowledges that the representations and warranties contained
herein and in the Questionnaire, if applicable, 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, or (if
applicable) the eligibility of others on whose behalf it is contracting
hereunder to purchase the Securities under applicable securities legislation.
The Subscriber further agrees that by accepting delivery of the certificates
representing the Securities on the Closing Date, it will be representing and
warranting that the representations and warranties contained herein and in the
Questionnaire, if applicable, 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
Closing Date and that they will survive the purchase by the Subscriber of the
Securities and will continue in full force and effect notwithstanding any
subsequent disposition by the Subscriber of such Securities. 

8.              
Acknowledgement and Waiver 

8.1            
The Subscriber has acknowledged that the decision to acquire the Securities was
solely made on the basis of publicly available information. The Subscriber
hereby waives, to the fullest extent permitted by law, any rights of withdrawal,
rescission or compensation for damages to which the Subscriber might be entitled
in connection with the distribution of any of the Securities. 

9.              
Legending and Registration of Subject Securities 

9.1            
The Subscriber hereby consents to the placement of a legend on any certificate
or other document evidencing any of the Shares to the effect that such
securities have not been registered under the 1933 Act or any state securities
or “blue sky” laws and setting forth or referring to the restrictions on
transferability and sale thereof contained in this Subscription Agreement such
legend to be substantially as follows: 

“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 




- 7 - 

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.” 

9.2            
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. 

10.            
Resale Restrictions 

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

10.2           The
Subscriber acknowledges that the Securities are subject to resale restrictions
in Canada and may not be traded in Canada except as permitted by the applicable
provincial securities laws and the rules made thereunder. 

10.3          If
the Subscriber is not a resident of British Columbia, the Subscriber represents,
warrants and acknowledges that: 

	 	(a) 	
      pursuant to British Columbia Instrument 51-509 –
      Issuers Quoted in the U.S. Over–the-Counter Markets (“BCI
      51-509”), as adopted by the BCSC, a subsequent trade in the Securities
      in or from British Columbia will be a distribution subject to the
      prospectus and registration requirements of applicable Canadian securities
      legislation (including the BC Act) unless certain conditions are met,
      which conditions include, among others, a requirement that any certificate
      representing the Securities (or ownership statement issued under a direct
      registration system or other book entry system) bear the restrictive
      legend (the “BC Legend”) specified in BCI 51-509;

	 	 	 
	 	(b) 	
      the Subscriber is not a resident of British Columbia and
      undertakes not to trade or resell any of the Securities in or from British
      Columbia unless the trade or resale is made in accordance with BCI 51-509.
      The Subscriber understands and agrees that the Company and others will
      rely upon the truth and accuracy of these representations and warranties
      made in this Section 10.3 and agrees that if such representations and
      warranties are no longer accurate or have been breached, the Subscriber
      shall immediately notify the Company;

	 	 	 
	 	(c) 	
      by executing and delivering this Agreement and as a
      consequence of the representations and warranties made by the Subscriber
      in this Section 10.3, the Subscriber will have directed the Company not to
      include the BC Legend on any certificates representing the Securities to
      be issued to the Subscriber. As a consequence, the Subscriber will not be
      able to rely on the resale provisions of BCI 51-509, and any subsequent
      trade in any of the Securities in or from British Columbia will be a
      distribution subject to the prospectus and registration requirements of
      the BC Act; and

	 	 	 
	 	(d) 	
      if the Subscriber wishes to trade or resell any of the
      Securities in or from British Columbia, the Subscriber agrees and
      undertakes to return, prior to any such trade or resale, any certificate
      representing the Securities to the Company’s transfer agent to have the BC
      Legend imprinted on







- 8 - 

such certificate or to instruct the
Company’s transfer agent to include the BC Legend on any ownership statement
issued under a direct registration system or other book entry system. 

11.            
Collection of Personal Information 

11.1          
The Subscriber acknowledges and consents to the fact that the Company is
collecting the Subscriber’s personal information for the purpose of fulfilling
this Subscription Agreement and completing the Offering. The Subscriber’s
personal information (and, if applicable, the personal information of those on
whose behalf the Subscriber is contracting hereunder) may be disclosed by the
Company to (a) stock exchanges or securities regulatory authorities, (b) the
Company’s registrar and transfer agent, (c) Canadian tax authorities, (d)
authorities pursuant to the Proceeds of Crime (Money Laundering) and
Terrorist Financing Act (Canada) and (e) any of the other parties involved
in the Offering, including legal counsel, and may be included in record books in
connection with the Offering. By executing this Subscription Agreement, the
Subscriber is deemed to be consenting to the foregoing collection, use and
disclosure of the Subscriber’s personal information (and, if applicable, the
personal information of those on whose behalf the Subscriber is contracting
hereunder) and to the retention of such personal information for as long as
permitted or required by law or business practice. Notwithstanding that the
Subscriber may be purchasing Securities as agent on behalf of an undisclosed
principal, the Subscriber agrees to provide, on request, particulars as to the
identity of such undisclosed principal as may be required by the Company in
order to comply with the foregoing. 

11.2           Furthermore,
the Subscriber is hereby notified that: 

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

	 	 	 
	 	(b) 	
      such information is being collected indirectly by the
      provincial securities commission under the authority granted to it in
      securities legislation, and

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



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 Securities shall be
borne by the Subscriber. 

13.           
 Governing Law 

13.1          
This Subscription Agreement is governed by the laws of the Province of British
Columbia. 

14.           
 Currency 

14.1          
Any reference to currency in this Subscription Agreement is to the currency of
the United States of America unless otherwise indicated. 

15.            
Survival 

15.1           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.





- 9 - 

16.            
Assignment 

16.1           This
Subscription Agreement is not transferable or assignable. 

17.            
Severability 

17.1           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. 

18.           
 Entire Agreement 

18.1          
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. 

19.           
 Notices 

19.1           Any
notice required or permitted to be given to the Company will be in writing and
may be given by prepaid registered post, electronic facsimile transmission or
other means of electronic communication capable of producing a printed copy to
the address of the Company set forth below or such other address as the Company
may specify by notice in writing to the Holder, and any such notice will be
deemed to have been given and received by the Company to whom it was addressed
if mailed, on the third day following the mailing thereof, if by facsimile or
other electronic communication, on successful transmission, or, if delivered, on
delivery; but if at the time or mailing or between the time of mailing and the
third business day thereafter there is a strike, lockout, or other labour
disturbance affecting postal service, then the notice will not be effectively
given until actually delivered: 

Del Toro Silver Corp. 
400 - 409
Granville Street 
Vancouver, British Columbia 
Canada V6C 1T2 

Attention: Mark McLeary 
Fax No.
(604) 687-6314

20.           
 Counterparts and Electronic Means 

20.1          
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 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 Agreement as of the date hereinafter set
forth. 




- 10 -


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

	 	 	 
	(Number of Units being purchased) 	 	(Name of Subscriber – Please type or print)
  
	 	 	 
	 	 	 
	(Total Subscription Price) 	 	(Signature and, if applicable, Office) 
	 	 	 
	 	 	 
	  	 	(Address of Subscriber) 
	 	 	 
	 	 	 
	  	 	(City, State or Province, Postal Code of
      Subscriber) 
	 	 	 
	 	 	 
	  	 	(Country of Subscriber) 
	 	 	 
	 	 	 
	  	 	(Email Address) 
	 	 	 
	 	 	 
	  	 	(Telephone Number) 






- 11 -


A C C E P T A N C E 

The above-mentioned Subscription Agreement in respect of the
Units is hereby accepted by Del Toro Silver Corp.

DATED at __________________________________, the _______day of
_________________, 2010. 

DEL TORO SILVER CORP.


Per:   
_________________________________
          
Authorized Signatory




- 12 -

EXHIBIT A

ACCREDITED INVESTOR QUESTIONNAIRE

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

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

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

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


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

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

	_____	Category 3 	
      A natural person who had an individual income in excess
      of US $200,000 in each of the two most recent years or joint income with
      that person’s spouse in excess of US $300,000 in each of those years and
      has a reasonable expectation of reaching the same income level in the
      current year. 

	_____	Category 4 	
      A “bank” as defined under Section (3)(a)(2) of the 1933
      Act or savings and loan association or other institution as defined in
      Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary
      capacity; a broker dealer registered pursuant to Section 15 of the
      Securities Exchange Act of 1934 (United States); an insurance
      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,
    








- 13 - 


	 	  	
      whose investment decisions are made solely by persons
      that are accredited investors. 

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

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


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

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





Note that prospective Subscribers 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:

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




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

	If a Corporation, Partnership or Other Entity: 	 	If an Individual: 
	 	 	 
	 	 	 
	Print of Type Name of Entity 	 	Signature 
	 	 	 
	 	 	 
	Signature of Authorized Signatory 	 	Print or Type Name 
	 	 	 
	 	 	 
	Type of Entity 	 	Social Security/Tax I.D. No.







- 1 - 

EXHIBIT A 

INVESTOR QUESTIONNAIRE 

All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Subscription Agreement between the
undersigned and Del Toro Silver Corp. (the “Company”). 

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. 	
      if the Subscriber is not a resident of Ontario, the
      Subscriber is (tick one or more of the following
  boxes):




	 	[  ]	(A) 	
      a director, executive officer, founder 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




	 	2. 	
      if the Subscriber has checked box B, C, D, E, G or H in
      Section 1 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).

	 	 	 
	 	3. 	
      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 an executive officer, director or founder of the
  Company







- 2 - 

	 	[  ]	(D) 	
      a control person of the Company

	 	 	 	 
	 	[  ]	(E) 	
      an accredited investor




	 	4. 	
      if the Subscriber has checked box C in Section 3 above,
      the executive officer, director or founder of the Company with whom the
      undersigned has the relationship is:

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

	 	 	 
	 	5. 	
      if the Subscriber has ticked box F in Section 1 or box E
      in Section 3 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) 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;

	 	 	 
	 	[  ] 	
      (b) 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 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;

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

	 	 	 
	 	[  ] 	
      (d) 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; or

	 	 	 
	 	[  ] 	
      (e) 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.



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

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

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