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
3.1
THE SUBSCRIBER MUST COMPLETE, SIGN
AND RETURN TO THE COMPANY THE FOLLOWING DOCUMENTS:
(A)
AN EXECUTED COPY OF THIS SUBSCRIPTION AGREEMENT;
(B)
AN INVESTOR QUESTIONNAIRE IN THE FORM ATTACHED AS EXHIBIT A
(THE "CDN QUESTIONNAIRE"); AND
(C)
AN INVESTOR SUITABILITY QUESTIONNAIRE IN THE FORM ATTACHED
AS EXHIBIT B (TOGETHER WITH THE CDN QUESTIONNAIRE, THE "QUESTIONNAIRES").
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.
CLOSING
4.1
CLOSING OF THE PURCHASE AND SALE OF
THE SHARES SHALL OCCUR ON OR BEFORE DECEMBER 12, 2010, OR ON SUCH OTHER DATE AS
MAY BE DETERMINED BY THE COMPANY IN ITS SOLE DISCRETION (THE "CLOSING DATE").
THE SUBSCRIBER ACKNOWLEDGES THAT SHARES 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 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 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 SHARES 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