SUBSCRIPTION AGREEMENT

Exhibit 10.1

SUBSCRIPTION AGREEMENT

A completed and originally executed copy of this Subscription Agreement, including all applicable schedules hereto, must be delivered by no later than 12:00 p.m. (Eastern Standard time) on December 14, 2007, unless extended by the Company, to Neutron Enterprises, Inc., at 3500 De Maisonneuve W., Suite #1650, Montreal, Quebec, H3Z 3C1, Attention: Mr. Mitchell Rosen, Chief Financial Officer (Fax: (514) 871-8561; e-mail address: mrosen@neutrongroup.com).

TO: NEUTRON ENTERPRISES, INC. (the “ Company ”)

The undersigned (the “ Purchaser ”), on its own behalf, and, if it is not purchasing as principal, on behalf of those for whom the undersigned is contracting hereunder as trustee or agent (each a “ Beneficial Purchaser ”), hereby irrevocably subscribes for and agrees to purchase the number of Units (each a “ Unit ”) of the Company set out below to be issued at a price of U.S.$0.25 (the “ Purchase Price ”) per Unit, for the aggregate consideration set out below, subject to the following terms and conditions. Each Unit consists of one share of Common Stock of the Company and a warrant (a “ Warrant ”) in the form attached as Exhibit A hereto. Each Warrant allows the holder thereof to purchase one share of Common Stock at a price of U.S.$0.35 per share. This agreement, which for greater certainty includes and incorporates the attached Annexes, Exhibits and Schedules, as each may be amended, supplemented, replaced and/or restated from time to time, are collectively referred to herein as the “ Subscription Agreement ” or the “ Agreement ”. The Purchaser on its own behalf, and if not purchasing as principal, on behalf of those on whose behalf it is contracting hereunder as trustee or agent, agrees to be bound by the terms and conditions set forth in the attached “ Terms and Conditions of Subscription ” including without limitation the representations, warranties, acknowledgements and covenants set forth in the Annexes, Exhibits and Schedules attached thereto. The Purchaser further agrees on its own behalf, and if not purchasing as principal, on behalf of those on whose behalf it is contracting hereunder as trustee or agent, without limitation, that the Company may rely on the Purchaser’s representations, warranties, acknowledgements and covenants contained in such documents.

Issue: Units

Price Per Unit: U.S.$0.25

Number of Units Purchased:                     

Total Subscription Price (number of Units purchased x U.S.$0.25): U.S.$                     

Number of shares of Common Stock of the Company currently owned or over which control and direction is exercised (directly and indirectly):                     

DATED this  _____  day of  _____  , 200  _____  .

Name and Address of Purchaser:
(Name of Purchaser — please print)		(Purchaser’s Address)
by:
Authorized Signature		(Telephone Number)
(Official Capacity or Title — please print)		(Facsimile Number)
(Please print name of individual whose signature appears above if different from the name of the Purchaser printed above.)		(E-mail Address)

Details of the Beneficial Purchaser (if any, for whom the undersigned is contracting (the “ Beneficial Owner ”)):

(Name — please print)		(Beneficial Purchaser’s Address)
(if space is inadequate please attach a schedule containing the necessary information)

Registration Instructions (registration of the certificates representing the shares of Common Stock should be made as follows):		Delivery Instructions (the certificates representing the shares of Common Stock are to be delivered as follows (if different from the address of the Purchaser set forth above)):
Name
Account reference, if applicable		Account reference, if applicable
Address		Contact Name
		Address
Telephone Number		Telephone Number
Facsimile Number		Facsimile Number
E-mail Address		E-mail Address

ACCEPTANCE

The foregoing is acknowledged, accepted and agreed to this  _____  day of  _____  , 200  _____  .

NEUTRON ENTERPRISES, INC.
Per:
		Authorized Signing Officer

TERMS AND CONDITIONS OF SUBSCRIPTION

This Subscription Agreement is dated as of the date appearing on the first page hereof between Neutron Enterprises, Inc. a Nevada corporation (the “ Company ”), and the Purchaser identified on the first page hereof and on the signature page hereto;

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act (as defined below) and/or Regulation D promulgated therunder and pursuant to the Securities Laws (as defined below), the Company desires to issue and sell in a private placement transaction up to 16,000,000 Units, subject to increase by the Company;

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:

ARTICLE I.
DEFINITIONS; THE OFFERING

1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings indicated in this Section 1.1:

“ Action ” shall have the meaning ascribed to such term in Section 3.1(i).

“ Affiliate ” means any Person that, directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 144. With respect to a Purchaser, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as such Purchaser will be deemed to be an Affiliate of such Purchaser.

“ Business Day ” means any day except Saturday, Sunday and any day which shall be a federal legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“ Canadian Purchaser ” means a Purchaser residing in the Designated Provinces.

“ Closing ” means the closing of the purchase and sale of the Common Stock and the Warrants pursuant to Section 2.1, on the date this Agreement is accepted by the Company, which shall be no later than December 14, 2007; provided that the Company may extend the Closing for an additional 120 days in its sole discretion. At the Company’s election, the Company may have multiple Closings, each of which shall be a Closing hereunder.

“ Closing Date ” means the date of the Closing.

“ Commission ” means the Securities and Exchange Commission of the United States.

“ Common Stock ” means the common stock of the Company, $0.001 par value per share, and any securities into which such common stock may hereafter be reclassified.

“ Common Stock Equivalents ” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“ Designated Provinces ” means the provinces of Ontario and Quebec in Canada.

“ Disclosure Schedules ” means the Disclosure Schedules attached as Annex I hereto.

“ Exchange Act ” means the Securities Exchange Act of 1934 of the United States, as amended.

“ Liens ” means a lien, charge, security interest, encumbrance, right of first refusal or other restriction.

“ Material Adverse Effect ” shall have the meaning ascribed to such term in Section 3.1(a).

“ NI 45-106 ” means National Instrument 45-106 — Prospectus and Registration Exemptions , as such instrument is in effect (if applicable) on the Closing Date in the provinces of Ontario and Quebec in which the Purchaser resides.

“ Ontario Purchaser ” means a Purchaser who is resident in the Province of Ontario, Canada or is otherwise subject to the Ontario Securities Laws.

“ Ontario Securities Act ” means the Securities Act (Ontario), as amended.

“ OSC ” means the Ontario Securities Commission.

“ Ontario Securities Laws ” means the Ontario Securities Act, the Securities Regulation thereto, and all instruments, policies, rules, orders, codes, notices and interpretation notes of the OSC in effect as of the date hereto.

“ Person ” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“ Per Unit Purchase Price ” means U.S.$0.25.

“ Purchaser ” means the purchaser indicated on the first page of this Subscription Agreement and includes Canadian Purchasers if applicable.

“ Quebec Purchaser ” means a Purchaser who is resident in the Province of Quebec, Canada or is otherwise subject to the Quebec Securities Laws.

“ Quebec Securities Act ” means the Securities Act (Québec), as amended.

“ Quebec Securities Laws ” means the Quebec Securities Act, the regulations thereunder, and all instruments, policies, rules, decisions, notices and interpretation notes of the AMF in effect as of the date hereto.

“ Rule 144 ” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ SEC Reports ” shall have the meaning ascribed to such term in Section 3.1(g).

“ Securities ” means the Shares, the Warrants and the Shares issuable upon exercise of the Warrant.

“ Securities Act ” means the Securities Act of 1933 of the United States, as amended.

“ Securities Commissions ” means, collectively, the applicable securities regulatory authority in each of the Designated Provinces.

“ Securities Laws ” means, collectively, the applicable securities laws of each of the Designated Provinces and the respective regulations and rules made and forms prescribed thereunder together with all applicable and legally enforceable published policy statements, blanket orders, rulings and notices of the respective Securities Commissions or equivalent securities regulatory authorities in the Designated Provinces.

“ Shares ” means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement, including the Shares issuable upon exercise of the Warrants.

“ Subscription Amount ” means the amounts set forth below the Purchaser’s signature block on the signature page hereto, in United States dollars and in immediately available funds.

“ Subsidiary ” means a body corporate that:

(a)

is controlled by:

	(i)		the Company;
	(ii)		the Company and one or more bodies corporate, each of which is controlled by the Company; or
	(iii)		two or more bodies corporate, each of which is controlled by the Company; or

(b)

is a Subsidiary of a body corporate that is a Subsidiary of the Company.

“ Trading Day ” means (i) a day on which the Common Stock is traded on a Trading Market, or (ii) if the Common Stock is not listed on a Trading Market, a day on which the Common Stock is traded on the over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock is not quoted on the OTC Bulletin Board, a day on which the Common Stock is quoted in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event that the Common Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading Day shall mean a Business Day.

“ Trading Market ” means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the OTC Bulletin Board, the American Stock Exchange, the New York Stock Exchange, the Nasdaq National Market or the Nasdaq SmallCap Market.

“ Transaction Documents ” means this Agreement and any Annex, Exhibit or Schedule thereto, the Warrants and any other documents or agreements executed in connection with the transactions contemplated hereunder.

“ United States ” means the United States of America.

“ United States Securities Laws ” means, collectively, the applicable securities laws of the United States and the regulations and rules made and forms prescribed thereunder, together with all applicable and legally enforceable published policy statements, blanket orders, rulings and notices of the Commission.

1.2 The Offering , The Company is offering (the “Offering”) up to 16,000,000 Units, for an aggregate purchase price of $4,000,000 (the “Maximum Amount”) unless increased by the Company in its sole discretion. The Units will be sold on a reasonable “best efforts” basis pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506 of Regulation D thereunder. The Units are being offered solely to a limited number of “accredited investors” as that term is defined in Rule 501(a) of the Securities Act during an offering period (the “Offering Period”) commencing November 19, 2007 and terminating December 14, 2007 unless extended by the Company in its sole discretion for up to an additional 120-day period (the “Termination Date”). The Offering may be terminated by the Company at any time in its sole discretion. Unless waived by the Company, subscriptions for less than $25,000 will not be accepted. Assuming the Company sells the Maximum Amount, the net proceeds to the Company are estimated to be approximately $3,900,000, after deducting commissions and offering expenses payable by the Company estimated at $100,000. The Company intends to use the proceeds for general working capital and other corporate purposes which may include the acquisition of additional assets or businesses. The Company is not required to raise any minimum amount of proceeds prior to executing this Agreement or other Agreements with other Purchasers. Because there is no minimum amount of subscriptions which the Company must receive before accepting funds in the Offering, Purchaser will not be assured that the Company will have sufficient funds to operate its business and will bear the risk that the Company will be unable to secure the funds necessary to meet its current and anticipated financial obligations.

ARTICLE II.
PURCHASE AND SALE

2.1 Closing . At the Closing, the Purchaser shall purchase, and the Company shall issue and sell, in the aggregate, a number of Units up to 16,000,000 Units. The Purchaser shall purchase from the Company, and the Company shall issue and sell to Purchaser, a number of Units equal to such Purchaser’s Subscription Amount divided by the Per Unit Purchase Price as set forth on the first page of this Agreement. All funds tendered by Purchaser will be held by the Company pending acceptance or rejection of this Agreement by the Company and the Closing of the Purchaser’s purchase of the Units. This Agreement will either be accepted by the Company, in whole or in part, or rejected by the Company in its sole discretion as promptly as practicable. If this Agreement is accepted only in part, Purchaser agrees to purchase such smaller number of Units as the Company determines to sell to Purchaser. If this Agreement is rejected for any reason, including the termination of the Offering by the Company, this Agreement and all funds tendered herewith will be promptly returned to Purchaser, without interest or deduction of any kind, and this Agreement will be void and of no further force or effect.

2.2 Closing Conditions .

The Closing is conditional upon the following:

(a) At the Closing, the Company shall deliver or cause to be delivered to the Purchaser this Agreement, duly executed by the Company.

(b) Upon execution of this Agreement, Purchaser shall deliver or cause to be delivered to the Company the following:

(1) this Agreement, duly executed by the Purchaser; and

(2) the Purchaser’s Subscription Amount by wire transfer to the account of the Company as provided to the Purchaser in writing prior to the Closing Date.

(c) All representations and warranties of each of the parties herein shall remain true and correct as of the Closing Date.

(d) As of the Closing Date, there shall have been no Material Adverse Effect with respect to the Company since the date hereof.

(e) From the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by the Trading Market shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by the Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities.

2.3 Delivery and Payment . Upon execution of this Agreement, the Purchaser shall (on its own behalf and, if applicable, on behalf of each Beneficial Purchaser) deliver to the Company at the address set out on the first page of this Subscription Agreement, or at such other time, date or place as the Company may advise:

(a) a completed and duly signed copy of this Subscription Agreement;

(b) if the Purchaser or a Beneficial Purchaser is resident in or otherwise subject to the Securities Laws of the Designated Provinces and is purchasing the Purchaser’s Securities as principal for its own account and not for the benefit of any other person and is purchasing the Purchaser’s Securities as an “ accredited investor ” as defined in NI 45-106, a duly completed and executed copy of the Accredited Investor Status Certificate in the form attached hereto as Schedule A ;

(c) if the Purchaser or a Beneficial Purchaser is resident in or otherwise subject to the Securities Laws of the Designated Provinces and is purchasing the Purchaser’s Securities as principal for its own account and not for the benefit of any other person and is purchasing a sufficient number of Units so that the aggregate Purchase Price payable by the Purchaser in respect of the Purchaser’s Securities will not be less than 150,000 Canadian Dollars , a duly completed and executed Minimum Amount Investment Status Certificate in the form attached hereto as Schedule B ;

(d) if the Purchaser is resident in or otherwise subject to the Securities Laws of the Designated Provinces and is purchasing the Purchaser’s Securities as an “ employee ”, “ executive officer ”, “ director ” or “ consultant ” of the Company as such terms are defined in NI 45-106, a duly completed and executed copy of the Employee, Executive Officer, Director or Consultant Status Certificate in the form attached hereto as Schedule C ;

(e) any other documents required by the Securities Laws or as the Company may request.

The Purchaser for and on behalf of itself and each Beneficial Purchaser, if any, acknowledges and agrees that the documents referred to in this Section 2.3, when executed and delivered by the Purchaser, will form part of and will be incorporated into this Subscription Agreement and each shall constitute a representation, warranty or covenant of the Purchaser and each Beneficial Purchaser, if any, hereunder in favour of the Company. The Purchaser for and on behalf of itself and each Beneficial Purchaser, if any, consents to the filing of such documents as may be required to be filed with the Trading Market or the Securities Commissions in connection with the transactions contemplated hereby. The Purchaser for and on behalf of itself and each Beneficial Purchaser, if any, acknowledges and agrees that the irrevocable offer contained in this Subscription Agreement, the Purchase Price and any other documents delivered in connection herewith will be held by the Company until such time as the Closing Conditions set out hereinabove are satisfied or have been duly waived.

2.4 Deliveries by the Company . Within ten Trading Days of the Closing Date, the Company shall deliver or cause to be delivered to the Purchaser certificates evidencing a number of Shares equal to the Purchaser’s Subscription Amount divided by the Per Unit Purchase Price, and certificates evidencing a number of Warrants equal to such Purchaser’s Subscription Amount divided by the Per Unit Purchase Price, in each case registered in the name of the Purchaser.

ARTICLE III.
REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company . Except as set forth under the corresponding section of the Disclosure Schedules delivered concurrently herewith, the Company hereby makes the following representations and warranties as of the date hereof and as of the Closing Date to the Purchaser:

(a) Organization and Qualification . The Company is an entity duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation, with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Company is not in violation of any of the provisions of its articles of incorporation or bylaws. The Company is duly qualified to conduct business and is in good standing as a foreign corporation in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected to result in (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business or financial condition of the Company, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “ Material Adverse Effect ”).

(b) Authorization; Enforcement . The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewith. Each Transaction Document has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally; (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; and (iii) as limited by public policy.

(c) No Conflicts . The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated thereby do not and will not (i) conflict with or violate any provision of the Company’s articles of incorporation or bylaws; (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any material agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise) to which the Company is a party or by which any material property or asset of the Company is bound or affected; or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject (including federal and state securities laws and regulations), or by which any material property or asset of the Company is bound or affected; except in the case of each of clauses (ii) and (iii), such as would not have or reasonably be expected to result in a Material Adverse Effect.

(d) Filings, Consents and Approvals . The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than (a) the filing by the Company with the Securities Commissions of a report on Form 45-106F1 prepared and executed in accordance with NI 45-106, which is required to be made by the Company within 10 days after the date of the issuance of any Securities to a Canadian Purchaser together with the requisite filing fees; (b) such as have already been obtained or such exemptive filings as are required to be made under applicable securities laws; and (c) such other filings as may be required following the Closing Date under the Securities Act, the Exchange Act, the Securities Laws or corporate law.

(e) Issuance of the Securities . The Securities are duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and non-assessable, and free and clear of all Liens imposed by the Company.

(f) Capitalization . Except for the issuance of Securities pursuant to this Agreement and other similar agreements entered into in connection with the Offering of which this Agreement is a part and except as set forth below, as of November 19, 2007, the Company is authorized to issue 200,000,000 shares of Common Stock, of which 55,114,749 are issued and outstanding, and 10,000,000 shares of preferred stock none of which are outstanding. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities, except for employee stock options under the Company’s stock option plans and except as set forth below, there are no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. The issue and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchaser) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities.

As of November 19, 2007, the Company has outstanding or is obligated to issue:

	(i)		options to purchase 15,720,000 shares of Common Stock;
	(ii)		a warrant to Creata Promotions (USA), Inc. to purchase 250,000 shares of Common Stock;
	(iii)		100,000 shares of Common Stock pursuant to a consulting agreement;
	(iv)		50,000 shares of Common Stock in exchange for 50,000 Class E Exchangeable Shares in the capital stock of Neutron Media Inc.; and

(v)

at the option of Caledonia Corporate Management Group Limited (“ Caledonia ”) one share of Common Stock for every $2.50 of principal and interest outstanding under the terms of a secured convertible note payable to Caledonia in the principal amount of $2,100,000.

The Company has agreed to issue to Dresden Capital Inc. (“ Dresden ”), as partial consideration for fees payable to it in respect to the transactions contemplated by this Agreement, a number of warrants equal to five percent (5%) of the total number of Units subscribed for as contemplated by this Agreement sold by Dresden (collectively, the “Agent’s Warrants”), on substantially the same terms as the Warrants.

(g) SEC Reports; Financial Statements . The Company has filed all periodic reports required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) of the Exchange Act, for the one year preceding the date hereof (the foregoing materials, including the exhibits thereto, being collectively referred to herein as the “ SEC Reports ” and, together with the Disclosure Schedules to this Agreement, the “ Disclosure Materials ”). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles applicable in the United States on a consistent basis during the periods involved (“ GAAP ”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

(h) Material Changes . Since the date of the latest audited financial statements included within the SEC Reports, except as disclosed in the SEC Reports, or in Schedule 3.1 (h): (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect; (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or required to be disclosed in filings made with the Commission; (iii) the Company has not altered its method of accounting; (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock; and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans disclosed in Section 3(f) or as disclosed in the SEC Reports. The Company does not have pending before the Commission any requests for confidential treatment of information.

(i) Litigation . Except as disclosed in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened in writing against the Company, or any of its properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “ Action ”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities; or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. The Company is not, and has not been, the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

(j) Labour Relations . No material labour dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company which could reasonably be expected to result in a Material Adverse Effect.

(k) Compliance . Except as disclosed in the SEC Reports, the Company is not (i) in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company), and the Company has not received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other material agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived); (ii) in violation of any order of any court, arbitrator or governmental body; or (iii) in violation of any statute, rule or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws applicable to its business; except in the case of clauses (i), (ii) and (iii) as would not have or reasonably be expected to result in a Material Adverse Effect.

(l) Certain Fees . No brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by this Agreement, other than a fee payable to Dresden equal to five percent (5%) of the gross proceeds from the subscription for Units contemplated by this Agreement sold by Dresden plus the Agent’s Warrants. The Purchaser shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by this Agreement.

(m) Private Placement . Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchaser as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

(n) Investment Company. The Company is not, and is not an Affiliates of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(o) Listing and Maintenance Requirements . The Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.

The Purchaser acknowledges and agrees that the Company does not make or has not made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 3.1.

3.2 Representations and Warranties of the Purchaser . Each Purchaser hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows:

(a) Organization; Authority . The Purchaser is legally competent natural person or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations thereunder. The execution, delivery and performance by the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of the Purchaser. Each Transaction Document to which it is a party has been duly executed by the Purchaser, and, when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms.

(b) Investment Intent . The Purchaser understands that (i) the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state or other securities law; and (ii) the Purchaser has not received a prospectus, an offering memorandum (including, without limitation, as such term is defined in the Ontario Securities Act), sales or advertising literature or similar document in connection with the purchase of the Securities, and the Purchaser has not requested, nor does the Purchaser need to receive, any such document. The Purchaser is acquiring the Securities as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Securities or any part thereof, has no present intention of distributing any of such Securities and has no arrangement or understanding with any other persons regarding the distribution of such Securities. The Purchaser is acquiring the Securities hereunder in the ordinary course of its business. The Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities. The Purchaser understands and acknowledges that the Securities are subject to certain resale restrictions under applicable securities laws. The Purchaser also acknowledges that it has been advised to consult its own legal advisers with respect to applicable resale restrictions and that it is solely responsible for complying with such restrictions (and that the Company is not in any manner responsible for ensuring compliance by the Purchaser with such restrictions).

(c) Experience of Such Purchaser . The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

(d) General Solicitation . The Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television, radio or the internet or presented at any seminar or any other general solicitation or general advertisement.

(e) Compliance with the Securities Laws . The Purchaser agrees to comply with the requirements of Regulation M of the Exchange Act, if applicable, with respect to the sale of the Shares by the Purchaser. The Purchaser hereby confirms its understanding that it may not cover short sales made prior to the date hereof, nor may it pledge, hypothecate, lend or otherwise facilitate short sales of Company Shares. The Purchaser acknowledges that it does not intend to cover short positions made by it before the Effective Date with Shares purchased by it hereunder.

(f) No Government Review . The Purchaser understands that neither the Commission nor any securities commission or other governmental authority of any state, country or other jurisdiction has approved the issuance of the Securities or passed upon or endorsed the merits of the Securities, this Agreement or the Warrant, or confirmed the accuracy of, determined the adequacy of, or reviewed this Agreement or the Warrant.

(g) Restrictions on Transfer . The Purchaser understands that the Securities are “restricted securities” as such term is defined in Rule 144 under the Securities Act and have not been registered under the Securities Act or registered or qualified under any state securities law, and may not be, directly or indirectly, sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and registration or qualification under applicable state securities laws or the availability of an exemption therefrom.

(h) Access to Information . The Purchaser acknowledges that it has had access to and has reviewed all documents and records relating to the Company that it has deemed necessary in order to make an informed investment decision with respect to an investment in the Securities, including, but not limited to, the SEC Reports; that it has had the opportunity to ask representatives of the Company certain questions and request certain additional information regarding the terms and conditions of such investment and the finances, operations, business and prospects of the Company and has had any and all such questions and requests answered to its satisfaction; and that it understands the risks and other considerations relating to such investment.

(i) Certain Investment Risks . Purchaser understands that purchasing Units in the Offering will subject Purchaser to certain risks, including, but not limited to, each of the following:

(A) The offering price of the Units offered hereby has been determined solely by the Company and does not necessarily bear any relationship to the value of the Company’s assets, current or potential earnings of the Company, or any other recognized criteria used for measuring value and, therefore, there can be no assurance that the offering price of the Units is representative of the actual value of the Units.

(B) In order to capitalize the Company, execute its business plan, and for other corporate purposes, the Company has issued, and expects to issue additional shares of Common Stock, securities exercisable or convertible into shares of Common Stock, or debt. Such securities have been and may be issued for a purchase price consisting of cash, services or other consideration that may be materially different than the purchase price of the Units. The issuance of any such securities may result