SUBSCRIPTION AGREEMENT FACE PAGE (Non-U.S. Persons) METHES ENERGIES INTERNATIONAL LTD.

 Common Stock, par value US$0.001 per share (each, a “Share”).

________ Shares (US$______), with additional shares in increments of _______ shares (US$_______).

 

Full Name

Full Corporate Name

 

Residential Address

Head Office Address

 

City                      State    Zip Code

City                      State    Zip Code

Attention

Social Security Number

IRS Employer Identification Number

Name

Address

Account reference, if applicable

Account reference, if applicable

Address

Contact Name

Telephone Number

The Subscriber is located outside the “United States,” as such term is defined in Regulation S, and is not a “U.S. person,” as such term is defined in Regulation S and set forth on Exhibit A, and is not purchasing the Securities by or on behalf a person inside the United States or a U.S. Person.  The purchase of the Securities was conducted in an “offshore transaction,” as such term is defined in Regulation S, such that when the offer to purchase the Securities was made, such Subscriber was not a person within the United  States, and at the time of purchase, the Subscriber is located outside the United States.

The Subscriber is acquiring the Securities for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act, applicable state securities laws and applicable Canadian securities laws; provided, however, that by making the representations herein, such Subscriber reserves the right to dispose of all or any part of the Securities at any time in accordance with or pursuant to an effective registration statement covering such Securities or an available exemption under the 1933 Act, including, without limitation, Regulation S promulgated under the 1933 Act (“Regulation S”).  The Subscriber further represents that in consummating the transactions set forth herein: there is no intent to place the Securities offshore in an attempt to evade registration requirements with the result that the incidents of ownership never leave the domestic market, or that all or a substantial portion of any economic risk will be returned to the U.S. market during the restricted period under Rule 903 or that there is no reasonable expectation that the securities could be viewed as actually coming to rest abroad.  There is no intent on the part of the Subscriber to enter into the transactions contemplated hereby for the purpose of “washing off” the resale restrictions through the use of Rule 904.  Nothing contained herein shall be deemed a representation or warranty by such Subscriber to hold the Securities for any period of time, except that the Subscriber agrees that in connection with the resale of any Securities under Regulation S to comply with the offering restrictions set forth in Regulation S, including Rule 903(b)(2), and to not sell any Securities during the distribution compliance period as defined in Rule 903(b)(2) to a U.S. person or for the account or benefit of a U.S. person. Such Subscriber is acquiring the Securities hereunder in the ordinary course of its business. Such Subscriber does not have any agreement or understanding, directly or indirectly, with any person to distribute any of the Securities, in violation of United States federal or state securities laws or applicable Canadian or provincial securities laws.

The Subscriber has been independently advised as to restrictions with respect to trading in the Securities imposed by applicable securities legislation in the jurisdiction in which it resides, confirms that no representation has been made to it by or on behalf of the Corporation with respect thereto, acknowledges that it is aware of the characteristics of the Securities, the risks relating to an investment therein and of the fact that it may not be able to resell the Securities except pursuant to exemptions under applicable securities legislation and regulatory policy and that the Securities will be subject to resale restrictions and will bear a legend to this effect;

The Subscriber understands that the Securities are being offered and sold to it in reliance on specific exemptions or exclusions from the registration requirements of United States federal and state securities laws and applicable Canadian securities laws and that the Corporation is relying in part upon the truth and accuracy of, and such Subscriber’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Subscriber set forth herein in order to determine the availability of such exemptions and the eligibility of such Subscriber to acquire such securities.

The decision to execute this Agreement and purchase the Securities agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Corporation, and that the decision is based entirely upon its review (the receipt of which is acknowledged) of information which has been filed by the Corporation with the applicable securities commissions or exchange in compliance, or intended compliance with applicable securities legislation, including any of the Corporation's financial information currently available.  The Subscriber understands that its investment in the Securities involves a high degree of risk.  The Subscriber has sought such accounting, legal and tax advice, as it has considered necessary, to make an informed investment decision with respect to its acquisition of the Securities.

The Subscriber understands that: (i) the Securities and the Securities have not been registered under the 1933 Act or any applicable state securities laws, and may not be offered for sale, sold, pledged, assigned or otherwise transferred unless (A) subsequently registered thereunder, or (B) such Subscriber shall have delivered to the Corporation an opinion of counsel in a form reasonably acceptable to the Corporation to the effect that such securities to be sold, assigned, pledged or otherwise transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements. The Corporation reserves the right to place stop transfer instructions against the shares and certificates for the Securities.

The Subscriber agrees that Subscriber will not engage in hedging transactions involving the Securities unless such transactions are in compliance with the 1933 Act;

The Subscriber understands that the certificates or other instruments representing the Common Stock and all certificates issued in substitution thereof and in exchange therefore shall bear restrictive legends in substantially the following forms (and a stop ¬transfer order may be placed against transfer of such share certificates), until such time as it is no longer required under applicable securities laws:

The Subscriber has not purchased the Securities as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

this Agreement is not enforceable by the Subscriber unless and until it has been accepted by the Corporation;

is resident at the address set out on the Face Page as the Subscriber’s “Residential Address” or “Head Office Address”;

if an individual, the Subscriber is of full age of majority and is legally competent to execute this Agreement and take all action pursuant thereto;

this Agreement has been duly and validly authorized, executed and delivered by and constitutes a legal, valid, binding and enforceable obligation of the Subscriber;

understands that the sale and delivery of the Securities is conditional upon such sale being exempt from the requirements as to the filing of a prospectus or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus;

if the Subscriber is a corporation, syndicate, partnership or other form of unincorporated organization, the person executing this Agreement on behalf of the Subscriber has the necessary power and authority to do so and the investment contemplated hereby has been duly authorized by all necessary action of the undersigned;

if required by applicable securities legislation, policy or order or securities commission, or other regulatory authority, the Subscriber will execute, deliver, file and otherwise assist the Corporation in filing such reports, undertakings and other documents with respect to the issue of the Securities;

it has had access to such additional information and has made such investigations, if any, concerning the Corporation as it has considered necessary so as to make an informed investment decision in connection with an investment in the Securities and it has not received, nor has it requested, nor does it have any need to receive, any other document describing the business and affairs of the Corporation which has been prepared for delivery to, and review by, prospective purchasers in order to assist them in making an investment decision with respect to the Securities;

it 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 Securities and is able, by virtue of its net worth and knowledge and experience in financial and business matters, to protect its own interests in connection with the investment and bear the economic loss of such investment without substantially affecting its assets or business affairs;

it consents to the Corporation making a notation on its records or giving instructions to any transfer agent of the Securities and any Shares issuable in exchange therefore or in substitution thereof in order to implement the restrictions on transfer set forth herein;

as the Securities are subject to resale restrictions under applicable securities laws and regulations the Subscriber shall comply with all relevant securities legislation and policies concerning any resale of the Securities and shall consult with its own legal advisers with respect to such compliance; and

the Subscriber acknowledges that the foregoing representations, warranties and acknowledgments and covenants are made by it with the intent that they may be relied upon in determining its eligibility to purchase the Securities under relevant securities legislation. The Subscriber further agrees that by accepting the Securities subscribed for pursuant hereto, at Closing Time, it shall be representing and warranting that the foregoing representations, warranties and acknowledgments and covenants are true as at the Closing Time with the same force and effect as if they had been made by it as at the Closing Time and will survive the completion of the sale of such Shares. The Corporation shall be entitled to rely on the representations, warranties, acknowledgments and covenants of the Subscriber contained hereto and the Subscriber shall indemnify and hold harmless the Corporation for any loss or damage it may suffer as a result of any misrepresentation by the Subscriber.

it has been duly incorporated and organized and is a valid and subsisting corporation under the laws of the State of Nevada, and is duly qualified to carry on business in the State of Nevada and in each other jurisdiction, if any, wherein the carrying out of the activities contemplated makes such qualifications necessary;

it has the full corporate right, power and authority to execute this Agreement, and to issue the Securities to the Subscriber pursuant to the terms of this Agreement;

the execution and delivery of and the performance by the Corporation of this Agreement will not constitute a breach of or default under the organizational documents of the Corporation or any agreement, contract or indenture to which the Corporation is a party or by which it is bound;

the Securities will be fully paid and non-assessable upon receipt and acceptance of the full consideration therefor; and

there is no suit, action, claim, investigation or inquiry by any person or entity or any administrative agency or governmental body, and no legal, administrative or arbitration proceeding pending, or to the Corporation's knowledge, threatened against the Corporation which has or will materially affect the Corporation's ability to consummate the transactions herein contemplated.

negotiate and settle the form of any other agreement to be entered into in connection with this Private Placement and to waive in whole or in part, or extend the time for compliance with, any of the closing conditions in such manner and on such terms and conditions as the Corporation may determine, acting reasonably, without in any way affecting the Subscriber's obligations or the obligations of others;

swear, execute, file and record on its behalf, this Agreement and any documents necessary to accept delivery of the Securities on the Closing Date, and to terminate this subscription on behalf of the Subscriber in the event that any condition precedent to this Private Placement has not been satisfied;

act as its representative at the Closing, to release the funds representing the Total Subscription Price, and to execute in its name and on its behalf all closing receipts and documents required;

complete or correct any errors or omissions in any form or document provided by the Subscriber;

approve any opinions, certificates or other documents addressed to the Subscriber; and

receive on its behalf certificates representing the Securities subscribed.

(Name of Subscriber - Please type or print)

(Signature and, if applicable, Office)

If the Subscriber is signing, as agent for a principal and the Subscriber is not a trust company signing as trustee or as an agent for a fully managed account, please complete the following:

(Name of Beneficial Purchaser - Please type or print)

(Address of Subscriber)

(Signature and, if applicable, Office)

(City, State, Zip code of Subscriber)

 

ii.

Any partnership or corporation organized or incorporated under the laws of the United States;

 

v.

Any agency or branch of a foreign entity located in the United States;

 

vi.

Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a US person;

 

vii.

Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

 

viii.

Any partnership or corporation if:

 

A.

Organized or incorporated under the laws of any foreign jurisdiction; and

 

B.

Formed by a US person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.