FOR A PERIOD OF 2 YEARS
COMMENCING FROM THE CLOSING DATE (DEFINED HEREIN) AT AN EXERCISE PRICE OF
US$1.00 PER WARRANT SHARE.
CERTIFICATES REPRESENTING THE WARRANTS WILL BE IN
THE FORM ATTACHED AS EXHIBIT A HERETO.
THE SHARES, WARRANTS AND WARRANT SHARES
ARE REFERRED TO HEREIN AS THE "SECURITIES".
2.2
ON THE BASIS OF THE REPRESENTATIONS
AND WARRANTIES AND SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, THE
COMPANY HEREBY IRREVOCABLY AGREES TO ISSUE THE UNITS, AS DULY ISSUED AND
AUTHORIZED, FULLY PAID AND NON-ASSESSABLE SHARES, AND DELIVER THE UNITS,
COMPRISED OF A DULY AND VALIDLY ISSUED CERTIFICATE REPRESENTING THE SHARES AND A
CERTIFICATE REPRESENTING THE WARRANTS, TO THE SUBSCRIBER ON THE CLOSING DATE, IN
EXCHANGE FOR AND UPON THE CONVERSION OF THE INDEBTEDNESS.
2.3
THE SUBSCRIBER HEREBY AGREES THAT
UPON DELIVERY OF THE UNITS BY THE COMPANY IN ACCORDANCE WITH THE PROVISIONS OF
THIS AGREEMENT AND APPLICABLE LAW, ALL AMOUNTS OUTSTANDING UNDER 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 TO PAY THE INDEBTEDNESS, OTHER THAN ANY SUCH OBLIGATIONS ARISING OUT
OF OR IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF THE UNITS OR
OTHERWISE UNDER THIS AGREEMENT.
3.
DOCUMENTS REQUIRED FROM SUBSCRIBER
3.1
THE SUBSCRIBER HAS COMPLETED, SIGNED
AND RETURNED TO THE COMPANY THE FOLLOWING DOCUMENTS:
(A)
TWO (2) EXECUTED COPIES OF THIS AGREEMENT; AND
(B)
A NATIONAL INSTRUMENT 45-106 INVESTOR QUESTIONNAIRE IN THE
FORM ATTACHED AS EXHIBIT A (THE "QUESTIONNAIRE").
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.
4.
CONDITIONS AND CLOSING
4.1
CLOSING OF THE OFFERING OF THE UNITS
(THE "CLOSING") SHALL OCCUR ON OR BEFORE MARCH 1, 2010, OR ON SUCH OTHER DATE AS
MAY BE DETERMINED BY THE COMPANY (THE "CLOSING DATE") IN ITS SOLE DISCRETION.
5.
ACKNOWLEDGEMENTS AND AGREEMENTS OF
SUBSCRIBER
5.1
THE SUBSCRIBER ACKNOWLEDGES AND
AGREES THAT:
(A)
NONE OF THE SECURITIES HAVE BEEN OR, EXCEPT AS CONTEMPLATED
HEREIN, WILL BE REGISTERED UNDER THE 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 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;
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(B)
THE SUBSCRIBER ACKNOWLEDGES THAT THE COMPANY HAS NOT
UNDERTAKEN, AND WILL