WARNING!

This investment is risky. Don’t invest unless you can afford to lose all the money you pay for this investment.

Risk Acknowledgement

·             I acknowledge that this is a risky investment.

·             I am investing entirely at my own risk.

·             No securities regulatory authority or regulator has evaluated or endorsed the merits of these securities or the disclosure in the offering memorandum.

·             The person selling me these securities is not registered with a securities regulatory authority or regulator and has no duty to tell me whether this investment is suitable for me. [Instruction: Delete if sold by registrant]

·             I will not be able to sell these securities except in very limited circumstances. I may never be able to sell these securities. [Instruction: Delete if issuer is reporting]

·             The securities are redeemable, but I may only be able to redeem them in limited circumstances. [Instruction: Delete if securities are not redeemable]

·             I will not be able to sell these securities for 4 months. [Instruction: Delete if issuer is not reporting or if the purchaser is a Manitoba resident]

·             I could lose all the money I invest.

I am investing $ ______________ [total consideration] in total; this includes any amount I am obliged to pay in future. ______________ [name of issuer] will pay $ ______________ [amount of fee or commission ] of this to ______________ [name of person selling the securities] as a fee or commission.

I acknowledge that this is a risky investment and that I could lose all the money I invest.

____________________________________

Date

____________________________________

Signature of Purchaser

____________________________________

Print name of Purchaser

Sign 2 copies of this document. Keep one copy for your records.

A. You are an eligible investor because:

Your initials

Eligible Investor

Your net income before taxes was more than $75,000 in each of the 2 most recent calendar years, and you expect it to be more than $75,000 in this calendar year. (You can find your net income before taxes on your personal income tax return.)

Your net income before taxes combined with your spouse's was more than $125,000 in each of the 2 most recent calendar years, and you expect your combined net income to be more than $125,000 in this calendar year. (You can find your net income before taxes on your personal income tax return.)

Either alone or with your spouse, you have net assets worth more than $400,000. (Your net assets are your total assets, including real estate, minus your total debt including any mortgage on your property.)

B. You are an eligible investor, as a person described in section 2.3 [Accredited investor] of NI 45-106 or, as applicable in Ontario, subsection 73.3 of the Securities Act (Ontario), because:

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Accredited Investor

Your net income before taxes was more than $200,000 in each of the 2 most recent calendar years, and you expect it to be more than $200,000 in this calendar year. (You can find your net income before taxes on your personal income tax return.)

Your net income before taxes combined with your spouse's was more than $300,000 in each of the 2 most recent calendar years, and you expect your combined net income before taxes to be more than $300,000 in the current calendar year.

Either alone or with your spouse, you own more than $1 million in cash and securities, after subtracting any debt related to the cash and securities.

Either alone or with your spouse, you have net assets worth more than $5 million. (Your net assets are your total assets (including real estate) minus your total debt.)

C. You are an eligible investor, as a person described in section 2.5 [Family, friends and business associates] of NI 45-106, because:

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Family, Friends and Business Associates

You are:

1)             [check all applicable boxes]

□             a director of the issuer or an affiliate of the issuer

□             an executive officer of the issuer or an affiliate of the issuer

□             a control person of the issuer or an affiliate of the issuer

□             a founder of the issuer

OR

2)             [check all applicable boxes]

□             a person of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, (i) individuals listed in (1) above and/or (ii) family members, close personal friends or close business associates of individuals listed in (1) above

□             a trust or estate of which all of the beneficiaries or a majority of the trustees or executors are (i) individuals listed in (1) above and/or (ii) family members, close personal friends or close business associates of individuals listed in (1) above

You are a family member of ____________________________ [Instruction: Insert the name of the person who is your relative either directly or through his or her spouse], who holds the following position at the issuer or an affiliate of the issuer: ____________________________.

You are the ____________________________ of that person or that person’s spouse. [Instruction: To qualify for this investment, you must be (a) the spouse of the person listed above or (b) the parent, grandparent, brother, sister, child or grandchild of that person or that person’s spouse.]

You are a close personal friend of ____________________________ [Instruction: Insert the name of your close personal friend], who holds the following position at the issuer or an affiliate of the issuer: ____________________________.

You have known that person for _____ years.

You are a close business associate of ____________________________ [Instruction: Insert the name of your close business associate], who holds the following position at the issuer or an affiliate of the issuer: ____________________________.

You have known that person for _____ years.

D. You are not an eligible investor.

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Not an Eligible Investor

You acknowledge that you are not an eligible investor.

SECTION 1 TO BE COMPLETED BY THE PURCHASER

1. Investment limits you are subject to when purchasing securities under the offering memorandum exemption

You may be subject to annual investment limits that apply to all securities acquired under the offering memorandum exemption in a 12 month period, depending on the criteria under which you qualify as identified in Schedule 1. Initial the statement that applies to you.

A. You are an eligible investor.

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B. You are an eligible investor, as a person described in section 2.3 [Accredited investor] of NI 45-106 or, as applicable in Ontario, subsection 73.3 of the Securities Act (Ontario).

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C. You are an eligible investor, as a person described in section 2.5 [Family, friends and business associates] of NI 45-106.

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Family, Friends

and Business

Associates

You acknowledge that, by qualifying as an eligible investor as a person described in section 2.5 [Family, friends and business associates], you are not subject to investment limits.

D. You are not an eligible investor.

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Not an Eligible Investor

You acknowledge that you cannot invest more than $10,000 in all offering memorandum exemption investments made in the previous 12 months.

You confirm that, after taking into account your investment of $ _________ today in this issuer, you have not exceeded your investment limit of $10,000 in all offering memorandum exemption investments made in the previous 12 months.

SECTION 2 TO BE COMPLETED BY THE REGISTRANT

2. Registrant information

[Instruction: this section must only be completed if an investor has received advice from a portfolio manager, investment dealer or exempt market dealer concerning his or her investment.]

First and last name of registrant (please print):

Registered as:

[Instruction: indicate whether registered as a dealing representative or advising representative]

Telephone:

Email:

Name of firm:

[Instruction: indicate whether registered as an exempt market dealer, investment dealer or portfolio manager.]

Date: