SUBSCRIPTION AGREEMENT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF BIOPOWER OPERATIONS CORPORATION SUBSCRIPTION AGREEMENT FOR THE PURCHASE OF SHARES OF COMMON STOCK

 

(ii)

complete and sign the accompanying Confidential Prospective Purchaser Questionnaire (this Agreement and the Registration Statement are collectively referred to herein as the “Offering Documents”);

 

(iii)

return the completed and signed Offering Documents and the check or bank draft payable to BioPower Operations Corporation on behalf of the Investor to the following address:

Number of Shares:

Purchase Price Per Share: $0.50

Aggregate Common Stock Subscription Amount: $

Exact Name in Which Title is to be Held

 

(Signature)

 

Name (Please Print)

 

Title of Person Executing Agreement

 

Address:  Number and Street

 

City, State, Zip Code

 

Social Security Number

 

 

By:

Exact Name in Which Title is to be Held

 

(Signature)

 

Name (Please Print)

 

Title of Person Executing Agreement

 

Address:  Number and Street

 

City, State, Zip Code

 

Tax Identification Number

 

        (a)

A Bank as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the "1933 Act"), or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); an insurance company as defined in Section 2(13) of the 1933 Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that 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; any plan established and maintained by a state, or its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is 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 advisor, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are Accredited Investors.

        (b)

A Private Business Development Company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.

        (c)

An organization described in Section 501(c)(3) of the Internal Revenue Code or corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000.

        (d)

A natural person whose individual net worth, or joint net worth with that person's spouse, at the time of purchase exceeds $1,000,000.

        (e)

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

        (f)

Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the common stock, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D.

        (g)

Any entity in which all of the equity owners are Accredited Investors.

Investor’s Signature

Amount of Investment

Initials

(Please insert name in which Securities will be held; if held by a corporation, please sign below)

Corporate Purchaser

By:

Name/Title