DAFOE CORP. SECURITIES PURCHASE AGREEMENT

DAFOE CORP.

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made and entered into as _____________, 2011 by and between Dafoe Corp., a Nevada corporation (the “Company”), and ____________________, a(n) ______________ (the “Investor”). In consideration of the mutual covenants set forth herein, and other good and valuable consideration, the Company and Investor hereby agree as follows:

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Purchase of Securities.

Subject to the terms and conditions of this Agreement, the Investor shall purchase, and the Company shall sell and issue to the Investor, at the Closing (as defined below), __________________ (____________) Units. The purchase price for the Units shall be $.50 per Unit, and the aggregate purchase price for the Units shall be ______________________ Dollars ($___________) (the “Purchase Price”).  Each Unit offered hereby consists of one share of Common Stock (the “Common Stock”), and one Class A Redeemable Warrant (the “Warrants”).  Each Warrant entitles the registered holder thereof to purchase one share of Common Stock at a price of $.60, subject to adjustment in certain circumstances, through and including December 31, 2012.  The Warrants are redeemable by the Company at any time commencing June 30, 2011, upon 30 days’ notice, at a price of $.05 per Warrant, provided that for the 20 trading days prior to the day on which the Company gives notice, the average closing “bid” price of the Common Stock has been at least $3.00.  The holders of Warrants called for redemption are granted exercise rights until the close of business on the date fixed for redemption.  The proceeds from the sale of the Units are to be used for working capital and general corporate purposes, including the payment of accounts payable, legal and accounting fees, ongoing consulting and employment expenses, marketing and other purposes. The Company expects to raise additional capital, on negotiated terms that may be more or less favorable to Investor in the immediate future. As reasonably requested by the Company, Investor shall complete a substitute W-9 or such other forms as the Company requests in order for it to comply with its reporting and other obligations.

This Agreement is one of duly authorized Agreements to be used in the sale of securities by the Company, pursuant to a private placement which is limited to the aggregate maximum sale of 2,000,000 Units at $.50 per Unit for an aggregate purchase price of $1,000,000.

The closing (the “Closing”) of the purchase and sale of the Units shall take place on a date within three (3) business days after the date first set forth above, and the date of the Closing (the “Closing Date”) shall be the date (which shall be within such three business day period) the Investor pays the Purchase Price by cashiers check or wire transfer to the Company.  Within ten (10) business days of the Closing Date, the Company shall cause to be delivered to the Investor a stock certificate and warrant agreement representing the Units.  The Closing shall be deemed to have occurred at the offices of the Company. Failure of either party to deliver the items required by this Section 1.(c) when and as required thereby shall constitute a breach of this Agreement (and the other party shall be entitled to demand specific performance in addition to any other remedies available at law or in equity).

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2.

Representations and Warranties of Investor.  Investor makes the following representations and warranties, with the intent that they be relied upon by the Company and each officer, director, employee and agent of the Company in determining Investor’s suitability as a purchaser of the Units. Investor hereby agrees that these representations and warranties shall survive the Investor’s purchase of the Units. By signing this Agreement, Investor represents that he has read and acknowledged the representations set forth in this Section 2.

(a)

Investor is the sole and true party in interest, is acquiring the Units for his own account for investment, is not purchasing the Units for the benefit of any other person, and has no present intention of holding or managing the Units with others or of selling, distributing or otherwise disposing of any portion of the Units.

(b)

This Agreement constitutes the Investor’s valid and legally binding obligation, enforceable in accordance with its terms subject to applicable bankruptcy, insolvency, and other similar laws affecting creditors’ rights, and rules of law governing specific performance, and the Investor has full power and authority to enter into this Agreement.

(c)

Investor (i) is a citizen of the United States, (ii) is at least 21 years of age, (iii) is a bona fide permanent resident of and is domiciled in the state set forth on the signature page hereof and has no present intention of becoming a resident of any other state or jurisdiction, and (iv) is an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act (as defined below).  Investor has filled in and executed an Investor Questionnaire in the form attached hereto as Exhibit A, and the information set forth in such Investor Questionnaire is true and correct as of the date hereof.

(d)

Investor is aware that an investment in the Units is highly speculative and subject to substantial risks. Investor has adequate means of providing for his current needs and possible contingencies, and is able to bear the high degree of economic risk of this investment, including, but not limited to, the possibility of the complete loss of Investor’s entire investment and the limited transferability of the Units, which may make the liquidation of this investment impossible for the indefinite future.

(e)

Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Units and making an informed investment decision.

(f)

Investor understands that neither the Units, Warrants or the Common Stock included in the Units or underlying the Warrants (individually and collectively, the “Securities”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, in partial reliance upon exemptions from registration for certain private offerings. Investor understands and agrees that the Securities, or any interest therein, may not be resold or otherwise disposed of by Investor unless the resale of the Securities is subsequently registered under the Securities Act and under all applicable state securities laws or unless the Company receives an opinion of counsel, satisfactory to it that an exemption from registration is available. Further, Investor understands that only the Company can take action so as to register the Securities. Investo r acknowledges and represents that Investor has received and reviewed a copy of the Dafoe Corp. FORM 10-K, ANNUAL REPORT UNDER SECTION 13

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OR 15 (d) OF THE SECURITIES ACT OF 1934 for the fiscal year ended September 30, 2010 (“Form 10-K”), which include the financial statements of the Company, and has been given a reasonable opportunity to review all documents, books, and records of the Company pertaining to this investment, has been supplied with all additional information concerning the Company and the Securities that has been requested by Investor, and  has had a reasonable opportunity to ask questions of and receive answers from the Company or its representatives concerning this investment, and that all such questions have been answered to the full satisfaction of Investor.

(g)

Investor has received no representations, written or oral, from the Company, a placement agent or any officer, director, employee, attorney or agent thereof, other than those contained in this Agreement. In making the decision to purchase the Units, Investor has relied solely upon Investor’s review of the Form 10-K, this Agreement, and independent investigations made by Investor or Investor’s representatives without assistance of the Company.

(h)

Investor understands and agrees that the following restrictions and limitations are applicable to his purchases and resales, pledges, hypothecations, or other transfers of the Securities:

(i)

The  Securities shall not be sold, pledged, hypothecated, or otherwise transferred unless registered under the Securities Act and applicable state securities laws or an exemption from registration is available;

(ii)

Each certificate, warrant agreement or other document evidencing or representing the Units shall be stamped or otherwise imprinted with a legend in substantially the following form:

THE SECURITIES OF THE COMPANY EVIDENCED BY THIS CERTIFICATE AND/OR AGREEMENT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR IN ANY STATE IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND VARIOUS APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR ASSIGNED OR A SECURITY INTEREST CREATED THEREIN UNLESS THE PURCHASER, TRANSFEREE, ASSIGNEE, PLEDGEE OR HOLDER OF SUCH SECURITY INTEREST COMPLIES WITH ALL STATE AND FEDERAL SECURITIES LAWS (I.E., SUCH UNITS ARE REGISTERED UNDER SUCH LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE THEREUNDER) AND UNLESS THE SELLER, TRANSFEROR, ASSIGNOR, PLEDGOR OR GRANTOR OF SUCH SECURITY INTEREST PROVIDES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE TRANSACTION CONTEMPLATED WOULD NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.

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(iii)

Stop transfer instructions have been or will be placed on the shares of common stock and the warrants so as to restrict the resale, pledge, hypothecation, or other transfer thereof in accordance with the provisions hereof.

(i)

Investor represents and affirms that none of the following information has ever been represented, guaranteed, or warranted to Investor, expressly or by implication, by any person:

(i)

The approximate or exact length of time that Investor will be required to remain a shareholder of the Company;

(ii)

The percentage of profit and/or amount of or type of consideration, profit or loss to be realized, if any, as a result of an investment in the Company; or

(iii)

The possibility that the past performance or experience on the part of the Company or any affiliate, or any officer, director, employee, or agent of the foregoing, might in any way indicate or predict the results of ownership of the Units or the potential success of the Company’s operations.

(j)

Investor represents that he or she has read and considered fully the sections in the Form 10-K identifying risk factors and investment considerations and understands that (i) any investment in the Units is highly speculative and is subject to a high degree of risk, and (ii) there are substantial restrictions on the transferability of the Units, and it may be impossible to liquidate an investment in the Units in case of an emergency.

3.

Indemnification.  Investor acknowledges that he or she understands the meaning and legal consequences of the representations and warranties set forth in Section 2 hereof and that the Company and the officers, directors, employees, and agents of the Company have relied and will rely upon such representations and warranties. Investor hereby agrees to indemnify and hold harmless the Company and each of its officers, directors, employees, and agents from and against any and all loss, claim, damage, liability, cost, or expense (including attorneys’ fees), joint or several, to which any such person may become subject due to or arising out of:

(a)

Any breach by Investor of any representation or warranty set forth in Section 2 above;

(b)

Any inaccuracy in the representations and warranties set forth in Section 2 above;

(c)

The disposition of any of the Securities by Investor contrary to the representations and warranties set forth in Section 2 above; and

(d)

Any action, suit, proceeding, demand, assessment, or judgment incident to or based upon any of the matters indemnified against.

Notwithstanding the foregoing, however, no representation, warranty, acknowledgement or agreement made herein by Investor shall in any manner be deemed to constitute a waiver of any rights granted to him under federal or state securities laws.

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4.

Representations and Warranties of the Company.  The Company represents and warrants to Investor that as of the date hereof:

(a)

The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and has all requisite corporate power and lawful authority to own, lease and operate its assets, properties and business and to carry on its business as now being conducted.

(b)

The Company has the legal right and power and all authority necessary to accept and execute this Agreement, to issue and deliver the Units, and to perform fully its obligations hereunder. This Agreement has been duly authorized and, upon proper acceptance and execution by an officer of the Company, will constitute a valid and binding agreement of the Company enforceable against it in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or other laws affecting the enforcement of creditors’ rights generally and by principles of equity regarding the availability of remedies.

(c)

No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, except for (i) qualifications or filings under the Securities Act, and the regulations thereunder and (iii) qualification or filings required under all other applicable federal and state securities laws and stock exchange or stock quotation service regulations as may be required in connection with the transactions contemplated by this Agreement.

(d)

When issued, sold and delivered in accordance with the terms hereof, the Common Stock and Warrants will be duly and validly issued, fully paid and nonassessable.

(e)

The Company acknowledges that Investor will rely on the foregoing representations and warranties of the Company, and the Company hereby agrees to indemnify and hold harmless Investor from and against any and all loss, claim, damage, liability, or expense and any action in respect thereof to which Investor may become subject as a direct result of a breach by the Company of any such representations or warranties together with all reasonable costs and expenses (including attorneys’ fees) incurred by Investor in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against.

5.

Non-Transferability.  Investor agrees not to transfer or assign this Agreement or any of his interest herein.

6.

Entire Agreement. This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof, supersedes any and all prior agreements and understandings of the parties, and may be amended only by a writing executed by all parties. No covenant, representation or condition not expressed in this Agreement shall affect or be deemed to interpret, change, or restrict the express provisions hereof.

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7.

Expenses.  Each of the Company and Investor will bear their own legal and other fees and expenses in connection with the transactions contemplated in this Agreement.

8.

Governing Law. This Agreement shall be governed and construed for all purposes in accordance with the laws (without giving effect to the principles governing conflicts of laws) of the State of California. The parties hereby subject themselves to the jurisdiction of the federal and state courts located within the State of California and agree that the exclusive venue and place of jurisdiction for any lawsuit arising under or related to this Agreement shall be the State of California.

9.

Notices.  Any notice required or permitted hereunder shall be given in writing and shall be conclusively deemed effectively given upon personal delivery, on the date of receipt if sent by telecopier or overnight courier, charges prepaid, or five days after deposit in the United States mail, by registered or certified mail, postage prepaid, addressed (a) if to the Company, as set forth below the Company’s name on the signature page of this Agreement, and (b) if to Investor, at Investor’s address as set forth below Investor’s name on the signature page of this Agreement, or at such other address as the Company or Investor may designate by ten (10) days’ advance written notice to Investor or the Company, respectively.

10.

Survival of Representations and Warranties.  The representations and warranties of the parties contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and Closing; provided, however, that such representations and warranties are only made as of the date of such execution and delivery and as of such Closing.

11.

Amendments.  Any term or provision of this Agreement may be amended and the observance of any term, condition, or provision of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) by a written instrument signed by the Company and Investor.

12.

Severability.  If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision were excluded and shall be enforceable in accordance with its terms.

13.

Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

14.

Headings / Gender.  The headings of the Sections of this Agreement are for convenience and shall not by themselves determine the interpretation of this Agreement. Any masculine, feminine or neuter term in this Agreement shall be deemed to include each of the masculine, feminine and neuter gender.

15.

Incorporation by Reference.  All statements, representations and other information set forth on the signature page hereof and all attachments and exhibits hereto are incorporated herein as integral terms of this Agreement.

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16.

Facsimile.  The Signatories below agree to accept signatures transmitted by facsimile as a true and legally binding original document.

[Intentionally left blank; signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed or caused this Dafoe Corp. Securities Purchase Agreement to be executed by their duly authorized representatives as of the date first written above.

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Exhibit A

to
Securities Purchase Agreement

Investor Questionnaire

[see attached]

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DAFOE CORP.
a Nevada corporation

INVESTOR QUESTIONNAIRE

This Investor Questionnaire (this “Questionnaire”) is being distributed to potential purchasers of up to 2,000,000 units at $.50 per unit, and each unit consisting of one share of common stock and one Class A Redeemable Warrant to purchase one share of common  stock (the “Securities”) of by Dafoe Corp., a Nevada corporation (“DAFOE”).  The offer and sale of the Securities is part of a “private offering” being conducted in reliance upon various exemptions from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and state securities laws.  This Questionnaire is necessary in order to permit DAFOE to reasonably determine whether potential investors satisfy the investor qualifications associated with applicable exemptions.  

ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY.  The undersigned agrees, however, that DAFOE may present this Questionnaire to such parties as it may deem appropriate if called upon to establish that the proposed offer and sale of the Securities are exempt from registration under the 1933 Act or meets the requirements of applicable state securities laws.

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IN WITNESS WHEREOF, the undersigned has initialed the foregoing statements and executed this Questionnaire this ____ day of _____, 2011.

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