CANADA SUBSCRIPTION AGREEMENT FOR CLASS B SHARES Coco Liso Exploration Corp. (the “Corporation”) TO: The undersigned (hereinafter referred to as the “ Subscriber ”) hereby irrevocably subscribes for and agrees to purchase the number of class B non-voting common shares (“ Class B Shares ”) of the Corporation set forth below, for the aggregate subscription price set forth below (the “ Aggregate Subscription Price ”), representing a subscription price o f $1.00 per Class B Share, upon and subject to the terms and conditions set forth in “Terms and Conditions of Subscription for Class B Shares of Coco Liso Exploration Corp. ” attached hereto (together with this page, Schedule A and the applicable attached E xhibits, the “ Subscription Agreement ”). In addition to this face page, the Subscriber must also complete the applicable Exhibit (1, 2 or 3) attached hereto. Number of Class B Shares: (Name of Subscriber - please print) By: (Authorized Signature) Aggregate Subscription Price: $ (Official Capacity or Title - please print) If the Subscriber is signing as agent for a beneficial purchaser and is not deemed to be purchasing as principal (Please print name of individual whose signature appears above if pursuant to NI 45-106 (as defined herein) by virtue of different than the name of the Subscriber printed above.) being either (i) a trust company or trust corporation acting on behalf of a fully managed account managed by the trust company or trust corporation; or (ii) a person acting on (Subscriber’s Address) behalf of a fully managed account managed by it, and in each case satisfying the criteria set forth in NI 45-106, complete the following and ensure that the applicable Exhibit is completed in respect of such beneficial purchaser: (Name of Beneficial Purchaser) (Telephone Number) (E-Mail Address) (Beneficial Purchaser’s Address) (Beneficial Purchaser’s Telephone Number) (Beneficial Purchaser’s E -Mail Address) Register the Class B Shares as set forth below: Deliver the Class B Shares as set forth below: (Name) (Name) (Account reference, if applicable) (Account reference, if applicable) (Address) (Contact Name) (Address) NOTE: Original certificates representing the securities subscribed for hereunder will be maintained in the minute book of the Corporation unless otherwise requested by the Subscriber. ACCEPTANCE : The Corporation hereby accepts the subscription as set forth above on the terms and conditions contained in this Subscription Agreement. __________________, 2018 COCO LISO EXPLORATION CORP. Subscription No: By: This is the first page of an agreement comprised of 11 pages (not including Schedule A and the Exhibits). LEGAL_CAL:11222971.2
- 2 - CANADA TERMS AND CONDITIONS OF SUBSCRIPTION FOR CLASS B SHARES OF COCO LISO EXPLORATION CORP. Terms of the Offering 1. The Subscriber (on its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting) acknowledges and agrees that: (a) the Class B Shares subscribed for hereunder form part of a larger offering by the Corporation of up to 3,000,000 Class B Shares at a price of $1.00 per Class B Share for anticipated aggregate gross proceeds of up to $3,000,000.00 on a private placement basis to eligible purchasers (the “ Offering ”); and (b) concurrent with the Offering, the Corporation is offering up to 500,000 Class B Shares at a price of $1.00 per Class B Share to directors, officers, employees and consultants of the Corporation for anticipated aggregate gross proceeds of up to $500,000.00; and (c) this subscription is subject to rejection or acceptance by the Corporation, in its sole discretion, in whole or in part, and will be effective only upon acceptance by the Corporation as evidenced by the Corporation’s execution and delivery of this Subscription Agreement; and (d) any subscription funds will be paid to the Corporation on the Closing Date or otherwise in accordance with Section 3 of this Subscription Agreement and will not be refunded to the Subscriber; and (e) the Subscriber and, if applicable, the beneficial purchaser(s) for whom the Subscriber is contracting are solely responsible for obtaining (at their own expense) such legal, tax and financial advice as they consider necessary or appropriate in connection with the execution, delivery and performance of this Subscription Agreement and completion of the transactions contemplated herein, and the Corporation shall not bear any responsibility whatsoever for any such matters. Representations, Warranties and Covenants by Subscriber 2. The Subscriber (on its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting hereunder) represents, warrants, covenants and acknowledges, as applicable, to the Corporation and its counsel (and acknowledges that the Corporation and its counsel are relying thereon) that both at the date hereof and at the Closing Time (as defined herein): (a) it understands and is aware that an investment in the Corporation is highly speculative and the Offering is suitable only to persons who are able to risk a loss of their entire investment; and it is able to bear a loss of its entire investment in the Corporation ; and (b) it has been independently advised as to restrictions with respect to trading in the Class B Shares imposed by applicable securities laws in the jurisdiction in which it resides, it confirms that no representation (written or oral) has been made to it by or on behalf of the Corporation with respect thereto, it acknowledges that it is aware of the characteristics of the Class B Shares, the risks relating to an investment therein and of the fact that it will not be able to resell the Class B Shares except in accordance with limited exemptions under applicable securities legislation and regulatory policy until expiry of the applicable “hold period” or “restricted period” and compliance with the other requirements of applicable law; and it agrees that the certificates representing the Class B Shares will bear a legend indicating that the resale of such Class B Shares is restricted and the Subscriber further acknowledges that it has been advised to consult its own legal counsel in its jurisdiction of residence for full particulars of the resale restrictions applicable to it, and it agrees that it is the Subscriber’s responsibility to comply with such restrictions befo re selling any of the Class B Shares ; and LEGAL_CAL:11222971.2
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