CANADA AND NON-UNITED STATES

CONVERTED CARBON TECHNOLOGIES CORP. (THE CORPORATION)

SHARE SUBSCRIPTION AGREEMENT

FOR CANADIAN AND NON-UNITED STATES PURCHASERS

INSTRUCTION PAGE
Complete the face page and sign the fourth page of the Subscription Agreement.
If resident in a jurisdiction of Canada, complete and sign either Schedule A or Schedule B attached to the Subscription Agreement as follows:
(i)

Schedule A (if resident in a jurisdiction of Canada and subscribing under the accredited investor exemption under
applicable securities laws); or

(ii)

Schedule B (if resident in a jurisdiction of Canada, other than the Province of Ontario) and subscribing under the family,
friends and business associates exemption under applicable securities laws (including Exhibit A thereto if applicable).

If not resident in Canada and not resident in the United States, complete and sign Schedule C attached to the Subscription Agreement.

Delivery of Subscription Agreement:

A completed and originally executed copy of this Subscription Agreement must be delivered to:
Paul Ramsay
58 Marine Parade Drive, Suite 1005
Toronto, Ontario, Canada
M8V 4G1
Telephone: (416) 704-3040
Email: ramsay@convertedcarbon.com
NOTE: This agreement is only for residents of Canada and jurisdictions outside of Canada other than the United States for securities law
purposes. All other persons should subscribe on an alternate form of subscription agreement, which may be obtained from Paul Ramsay at the
coordinates set out above. Please contact your legal counsel to determine your eligibility to subscribe under this document.
SUBSCRIPTION AGREEMENT FOR COMMON SHARES
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE U.S. SECURITIES ACT). ACCORDINGLY, SUCH SECURITIES MAY NOT BE OFFERED OR SOLD IN THE
UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON, ABSENT AN EXEMPTION UNDER THE U.S.
SECURITIES ACT AND APPLICABLE STATE LAWS. AS USED HEREIN, THE TERMS UNITED STATES AND U.S. PERSON ARE AS
DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT (REGULATION S).

(the Agreement)

This Agreement is made as of the ______ day of May, 2013.

BETWEEN:

Converted Carbon Technologies Corp., a corporation incorporated pursuant to the laws of Canada
(hereinafter referred to as the Corporation)

AND:

Name: ____________________________
Add.: ____________________________
____________________________
Ph.: ____________________________
Email: ____________________________
(hereinafter referred to as the Subscriber)

SUBSCRIPTION
(a)

The corporation is offering a maximum of 4,000,000 Common Shares at $____ per common share. Maximum Proceeds $4,000,000

(b)

The Subscriber hereby offers to subscribe for _________ Common Shares (the Shares) of the Corporation. The "Shares" will be
priced at $____ per Common Share.

(c)

By execution of this Subscription Agreement, the Subscriber hereby acknowledges that the Corporation is relying upon the accuracy
and completeness hereof in complying with its obligations under this Agreement.

In addition to this face page and fourth page, the Subscriber must also complete all applicable Schedules attached hereto, which Schedules are
incorporated into and form a part of this Subscription Agreement.
1.

SUBSCRIBERS REPRESENTATIONS AND WARRANTIES

The Subscriber hereby represents and warrants to the Corporation as follows:

(1.1)

That the Subscriber acknowledges each of the following:

(i)

The Shares are speculative investments which involve a degree of risk of loss by the Subscriber of the Subscriber's entire
investment in the Corporation and that the Subscriber understands and takes full cognizance of the risk factors related to
the purchase of the Shares;

(ii)

The Corporation is newly formed and has been operating at a loss and may do so for the foreseeable future;

(iii)

There are restrictions on the transferability of the Shares, and each share certificate representing the purchased Shares
shall have imprinted on it that there are restrictions on the right to transfer the Shares represented by such certificate;

(iv)

The Corporation is a private company and there is no public market for the Shares and, accordingly, it may not be
possible for the Subscriber to liquidate the Subscriber's investment in the Corporation on any timely basis or at any
specified rate;

(v)

Any projections or predictions that may have been made available to Subscriber are based on estimates, assumptions and
forecasts which may prove to be incorrect; and no assurance is given that actual results will correspond with the results
contemplated by the various projections;

(vi)

As a condition of any Shares being issued to the Subscriber as herein contemplated, the Subscriber may be required to
enter into a Shareholders Agreement in respect of its subscribes Shares prior to the Shares being issued.

(1.2)

That at no time has it been explicitly or implicitly represented, guaranteed or warranted to the Subscriber by the Corporation, the
agents and employees of the Corporation, or any other person: (1) That the Subscriber will or will not have to remain as owner of
the Shares an exact or approximate length of time; (2) That a percentage of profit and/or amount or type of consideration will be
realized as a result of this investment; (3) That any cash dividends from Corporation operations or otherwise will be made to
shareholders by any specific date or will be made at all; or (4) That any specific tax benefits will accrue as a result of an investment in
the Corporation;

(1.3)

That this Agreement constitutes a valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance
with its terms subject, however, to limitations on enforcement imposed by bankruptcy, insolvency, reorganization or other laws
affecting the enforcement of the rights of creditors and others and to the extent that equitable remedies such as specific
performance and injunction are only available in the discretion of the court from which they are sought;

(1.4)

That the Subscriber has received and has carefully read this Subscription Agreement, and confirms that Subscriber has been given
the opportunity to obtain the advice from Subscriber's personal investment and tax advisers, and has been advised to consult with
the Subscriber's own legal adviser regarding legal matters concerning an investment in the Corporation, and has done so to the
extent the Subscriber considers necessary;

(1.5)

The Subscriber acknowledges that this investment will be long-term and is by nature speculative and the Subscriber is financially
responsible and is capable of bearing the economic risks of its investment including, but not limited to, the possibility of complete
loss of investment and the lack of a public market which may make it impossible to readily liquidate the investment whenever
desired;

(1.6)

That the Subscriber has knowledge and experience in financial and business matters (either alone or with the aid of advisors), is
capable of evaluating the merits and risks of an investment in the Corporation and its proposed activities and has carefully
considered the suitability of an investment in the Corporation for the Subscriber's particular financial situation, and has determined
that the Shares are a suitable investment;

(1.7)

That the offer to sell Shares was communicated to the Subscriber by the Corporation in such a manner that the Subscriber was able
to ask questions of and receive answers from the Corporation concerning the terms and conditions of this transaction and that
Subscriber has had access to the Corporations management and records for the purpose of conducting its due diligence;

(1.8)

That the Shares for which the Subscriber hereby subscribes are being acquired solely for the Subscriber's own account, for
investment, and are not being purchased for the resale, distribution, subdivision or fractionalization thereof, and the Subscriber
agrees not to sell, hypothecate or otherwise transfer the Shares, except in accordance with any applicable shareholders agreement
or, if no shareholders agreement exists, without the unanimous consent of the board of directors of the Corporation;

(1.9)

That the Subscriber is at least eighteen (18) years of age and has the capacity to enter into this Agreement and protect the
Subscriber's own interest in connection with this transaction;

(1.10)

That the Subscriber acknowledges that any current documents, which may include business plans, reflect the Corporation's current
intentions and estimates as of the date of this Agreement, and as with any developing Corporation, the precise elements of the
Corporation's plans can be expected to change from time to time.

(1.11)

That if the Subscriber is a corporation or trust (an Entity), the Entity and the person signing on its behalf represent and warrant
that: the Subscriber has the authority to execute this Subscription Agreement, and any other documents in connection with an
investment in the Shares, on the Entity's behalf, (iii) the Entity has the power, right and authority to invest in the Shares and enter
into the transactions contemplated thereby, and that the investment is suitable and appropriate for the Entity and its beneficiaries
(given the risks and illiquid nature of the investment) and (iv) all documents executed by the entity in connection with the
Corporation are valid and binding documents or agreements of the Entity enforceable in accordance with their terms.

2.

CORPORATIONS REPRESENTATIONS & WARRANTIES

The Corporation hereby represents and warrants to the Subscriber as follows:

(2.1)

The Corporation is a corporation incorporated and validly subsisting under the laws of the jurisdiction of its incorporation;

(2.2)

The Corporation has the corporate power, authority and capacity to enter into this Agreement and to carry out its obligations under
this Agreement and the execution and delivery of this Agreement and the completion of the transactions contemplated by this
Agreement have been duly authorized by all necessary corporate action on the part of the Corporation;

(2.3)

Unless otherwise disclosed to the Subscriber, the Corporation has good and marketable title to all of its assets, including, without
limitation, its intellectual property assets, free and clear of all liens other than liens in the ordinary course of the Corporations
business;

(2.4)

This Agreement constitutes a valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its
terms subject, however, to limitations on enforcement imposed by bankruptcy, insolvency, reorganization or other laws affecting the
enforcement of the rights of creditors and others and to the extent that equitable remedies such as specific performance and injunctions
are only available in the discretion of the court from which they are sought;

(2.5)

The Corporation is duly qualified to carry on business in each jurisdiction in which the nature of the business or the property owned or
leased by it makes such qualification necessary and possesses all necessary permits and licenses to carry on its business as presently being
conducted;

(2.6)

The entering into of this Agreement and the consummation of the transactions contemplated hereby will not result in the violation of any
of the terms and provisions of the constating documents or by-laws of the Corporation or any applicable order of any court, arbitrator or
government authority having jurisdiction over the Corporation or of any indenture or other agreement, written or oral, to which the
Corporation is a party or by which it is or may become bound or, to the best of the knowledge and belief of the Corporation after due
inquiry, of any law or regulation;

(2.7)

There is no litigation or governmental proceeding or, to the knowledge of the Corporation after due inquiry, investigation pending
or, to the knowledge of the Corporation, threatened, by or against the Corporation; and

(2.8)

The representations and warranties of the Corporation included in this Agreement are true and correct and do not contain any untrue
statement of a material fact or omit to state a material fact.

3.

INDEMNIFICATION

(3.1)

Any party hereto (the "Indemnifying Party") will at all times indemnify and save harmless the other party (the "Indemnified Party")
from and against any and all reasonable costs, expenses, losses, liabilities, damages, and amounts paid in settlement (including,
without limitation, reasonable court costs, counsel fees and disbursements) arising out of or connected with any claim in which it is
asserted that any of the representations, warranties, covenants or agreements made by the Indemnifying Party in this Agreement
have been breached or in which assertions are made which are in any way inconsistent with any such representations, warranties,
covenants or agreements. The Indemnifying Party agrees to reimburse the Indemnified Party, on demand, for any payment made by
the Indemnified Party at any time with respect to any cost, expense, loss, liability or damage to which the indemnity and saving
harmless referred to in this Paragraph 3.1 apply.

4.

GENERAL

(4.1)

This Agreement shall be binding upon and enure to the benefit of the parties and their respective heirs, administrators, executors,
successors and permitted assigns.

(4.2)

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of
Canada applicable therein, and the parties hereby agree to attorn to the exclusive jurisdiction of the Courts of the Province of
Ontario for all matters related to the interpretation of this Agreement or for disputes arising herefrom.

(4.3)

This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and
supersedes any prior or contemporaneous understanding, representations, warranties or agreements (whether oral or written) and
may be amended only in writing by all parties.

(4.4)

The Subscriber acknowledges that the Corporation may, in its sole and absolute discretion, accept or reject this subscription offer in
whole or in part.

(4.5)

This Agreement may be signed in counterparts and delivered by facsimile or electronic transmission, each of which when so executed shall
be deemed to be an original and such counterparts together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

CONVERTED CARBON TECHNOLOGIES CORP.

Per:
Witness:

Name: Paul Ramsay

Title: President, Director

SUBSCRIBER

Per:
Witness

Name:

Name & title of authorized signatory if Subscriber is a

corporation, partnership, or other entity

SCHEDULE A
CANADIAN ACCREDITED INVESTOR CERTIFICATE
TO:

CONVERTED CARBON TECHNOLOGIES CORP. (the Corporation)

Reference is made to the subscription agreement between the Corporation and the undersigned (referred to herein as the Subscriber) dated
as of the date hereof (the Subscription Agreement). Upon execution of this Subscriber Certificate by the Subscriber, this Subscriber
Certificate shall be incorporated into and form a part of the Subscription Agreement. Capitalized terms used herein and not defined have the
meanings ascribed thereto in the Subscription Agreement.
Terms not otherwise defined herein have the meanings attributed to them in the Subscription Agreement and in National Instrument 45-106
Prospectus and Registration Exemptions (NI 45-106) promulgated under the applicable Securities Laws.
In connection with the purchase of common shares of the Corporation (Common Shares) by the Subscriber, the Subscriber represents,
warrants and covenants (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting under the Subscription
Agreement) and certifies to the Corporation and acknowledges that the Corporation is relying thereon that:
Dollar amounts below are in Canadian currency.
General
A. one of the following clauses (i), (ii) or (iii) applies:
(i)

the Subscriber is resident in or otherwise subject to the laws of the jurisdiction set out as the Subscribers Address on the face
page of the Subscription Agreement and is purchasing as principal for its own account and not for the benefit of any other person,
for investment only, and not with a view to the resale or distribution of all or any of the Units;

(ii)

the Subscriber is contracting hereunder on behalf of a disclosed principal and such disclosed principal is resident in or otherwise
subject to the laws of the jurisdiction set out as the Disclosed Principals Address on the face page of the Subscription Agreement,
which disclosed principal is purchasing as principal for its own account and not for the benefit of any other person, for investment
only, and not with a view to the resale or distribution of all or any of the Units and acknowledges that the Corporation may be
required by law to disclose to certain regulatory authorities the identity of each disclosed principal for whom the Subscriber is
contracting; or

(iii)

the Subscriber is deemed to be purchasing as principal pursuant to NI 45-106 with respect to a purchase of the Units, by virtue of the
fact that it is a trust company or trust corporation described in clause (p) of the definition of Accredited Investor in part B below
and is not a trust company or trust corporation registered under the laws of Prince Edward Island that is not registered or authorized
under the Trust and Loan Companies Act (Canada) or under comparable legislation in another jurisdiction of Canada, or by virtue of
the fact that it is a person or company described in clause (q) of the definition of Accredited Investor in part B below; and A 2

Prospectus Exemptions
B. the Subscriber or the disclosed principal, as applicable, is an accredited investor, as such term is defined in NI 45-106,
and as at the Closing Date, the Subscriber or the disclosed principal, as applicable, falls within one or more of the following
categories circled below:
(a) a Canadian financial institution, or a Schedule III bank;
(b) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act Canada );
(c) a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the
subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;
(d) a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than a person
registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act
(Newfoundland and Labrador);
(e) an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada as a
representative of a person referred to in paragraph (d);
(f) the Government of Canada or a jurisdiction of Canada, or any crown company, agency or wholly owned entity of the
Government of Canada or a jurisdiction of Canada;
(g) a municipality, public board or commission in Canada or a metropolitan community, school board, the Comit de gestion
de la taxe scolaire de lle de Montral or an intermunicipal management board in Qubec;

(h) a national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or an agency of
that government;
(i) a pension fund that is regulated by the Office of the Superintendent of Financial Institutions (Canada), a pension
commission or similar regulatory authority of a jurisdiction of Canada,;
(j) an individual who, either alone or with a spouse, beneficially owns, financial assets having an aggregate realizable value
that before taxes, but net of any related liabilities, exceeds $1,000,000;
(k) an individual whose net income before taxes exceeded $200,000 in each of the two most recent calendar years or whose
net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent calendar years
and who, in either case, reasonably expects to exceed that net income level in the current calendar year;
(l) an individual who, either alone or with a spouse, has net assets of at least $5,000,000;
(m) a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most
recently prepared financial statements, and was not created or used solely to purchase or hold the Units as an accredited
investor under this paragraph (m);
(n) an investment fund that distributes or has distributed its securities only to:
(i) a person that is or was an accredited investor at the time of the distribution;
(ii) a person that acquires or acquired securities in the circumstances referred to in sections 2.10 of NI 45-106
[Minimum amount investment], or 2.19 of NI 45-106 [Additional investment in investment funds]; or
(iii) a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 of NI 45-106
[Investment fund reinvestment];
NAME OF FUND: _______________________________________
(o) an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which
the regulator or, in Qubec, the securities regulatory authority, has issued a receipt;
NAME OF FUND: _______________________________________
(p) a trust company or trust company registered or authorized to carry on business under the Trust and Loan Companies Act
(Canada) or under comparable legislation in a jurisdiction of Canada or foreign jurisdiction, acting on behalf of a fully
managed account managed by the trust company or trust company, as the case may be;
(q) a person acting on behalf of a fully managed account managed by that person, if that person (i) is registered or
authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a
foreign jurisdiction, and (ii) in Ontario, is purchasing a security that is not a security of an investment fund;
(r) a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility
adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on
the securities being traded;
(s) an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or
paragraph (i) in form and function;
(t) a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities
required by law to be owned by directors, are persons that are accredited investors;
(u) an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an
adviser; or
(v) a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Qubec, the
regulator as an accredited investor.

The foregoing representations are true and accurate as of the date of this certificate and will be true and accurate as of the Closing Time. If any
such representation shall not be true and accurate prior to the Closing Time, the undersigned shall give immediate written notice of such fact to
the Corporation.

Dated: ______________________________, 2013

________________________________________________
Name of Subscriber

_________________________________________
Witness (if Subscriber is an Individual)

________________________________________________
Signature of Subscriber

_________________________________________
Print name of Witness

_________________________________________________
If the Subscriber is a corporation, print name and title of Authorized
Signing Officer
__________________________________________________
Name of Disclosed Principal (if any)

SCHEDULE B
FAMILY, FRIENDS AND BUSINESS ASSOCIATES CERTIFICATE
TO: CONVERTED CARBON TECHNOLOGIES CORP. (the Corporation)
Reference is made to the subscription agreement between the Corporation and the undersigned (referred to herein as the Subscriber) dated
as of the date hereof (the Subscription Agreement). Upon execution of this Subscriber Certificate by the Subscriber, this Subscriber
Certificate shall be incorporated into and form a part of the Subscription Agreement. Capitalized terms used herein and not defined have the
meanings ascribed thereto in the Subscription Agreement.
Terms not otherwise defined herein have the meanings attributed to them in the Subscription Agreement and in National Instrument 45-106
Prospectus and Registration Exemptions (NI 45-106) promulgated under the applicable Securities Laws.
In connection with the purchase of common shares of the Corporation (Common Shares) by the Subscriber, the Subscriber represents,
warrants and covenants (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting under the Subscription
Agreement) and certifies to the Corporation and acknowledges that the Corporation is relying thereon that:
(i)

the Subscriber is resident in or otherwise subject to the laws of the jurisdiction set out as the Subscribers Address on the face
page of the Subscription Agreement and is purchasing as principal for its own account and not for the benefit of any other person,
for investment only, and not with a view to the resale or distribution of all or any of the Units; and

(ii)

the Subscriber is subscribing for the Units in reliance on the prospectus exemption provided under Section 2.5 of NI 45-106 on the
basis that the Subscriber falls within one or more the following categories circled below:

(a) a director, executive officer or control person of the Corporation, or of an affiliate of the Corporation;
(b) a spouse, parent, grandparent, brother, sister or child of a director, executive officer or control person of the Corporation, or of
an affiliate of the Corporation;
(c) a parent, grandparent, brother, sister or child of the spouse of a director, executive officer or control person of the Corporation
or of an affiliate of the Corporation;
(d) a close personal friend of a director, executive officer or control person of the Corporation or of an affiliate of the Corporation;
(e) a close business associate of a director, executive officer or control person of the Corporation or of an affiliate of the
Corporation;
(f) a founder of the Corporation or a spouse, parent, grandparent, brother, sister, child, close personal friend or close business
associate of a founder of the Corporation;
(g) a parent, grandparent, brother, sister or child of a spouse of a founder of the Corporation;
(h) a person of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, persons
described in paragraphs (a) to (g), or
(i) a trust or estate of which all of the beneficiaries or a majority of the trustees or executors are persons described in
paragraphs (a) to (g).
If the Subscriber is resident in or otherwise subject to Securities Laws of the Province of Saskatchewan and is acquiring the Units
under the Family, Friends and Business Associates exemption under NI 45-106, the Subscriber must duly complete and execute a
risk acknowledgement form (in the form attached hereto as Exhibit A) where:
(a) the Subscriber is acquiring the Units under one of the categories identified in (d) or (e) above;
(b) where the Subscriber is a close personal friend or close business associate of a founder of the Corporation; or
(c) the Subscriber is a person described in (h) or (i) above, if the trade is based in whole or in part on a close personal friendship or
close business association.
For the purposes hereof, the following definitions are included for convenience
(a) control person has the same meaning as in securities legislation except in Manitoba, Newfoundland and Labrador, Northwest
Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island and Qubec where control person means any person that holds
or is one of a combination of persons that holds (i) a sufficient number of any of the securities of an Corporation so as to affect
materially the control of the Corporation, or (ii) more than 20% of the outstanding voting securities of an Corporation except

where there is evidence showing that the holding of those securities does not affect materially the control of the Corporation;
(b) director means (i) a member of the board of directors of a company or an individual who performs similar functions for a
company, and (ii) with respect to a person that is not a company, an individual who performs functions similar to those of a
director of a company;
(c) executive officer means, for an Corporation, an individual who is (i) a chair, vice-chair or president, (ii) a vice-president in
charge of a principal business unit, division or function including sales, finance or production, (iii) an officer of the Corporation or
any of its subsidiaries and who performs a policy-making function in respect of the Corporation, or (iv) performing a policy-making
function in respect of the Corporation;
(d) founder means, in respect of an Corporation, a person who, (i) acting alone, in conjunction, or in concert with one or more
persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the
Corporation, and (ii) at the time of the trade is actively involved in the business of the Corporation; and
(e) spouse means an individual who (i) is married to another individual and is not living separate and apart within the meaning of
the Divorce Act (Canada), from the other individual, (ii) is living with another individual in a marriage-like relationship, including a
marriage-like relationship between individuals of the same gender, or (iii) in Alberta, is an individual referred to in paragraph (i) or
(ii), or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta).
In NI 45-106 a person or company is considered to be an affiliated entity of another person or company if one is a subsidiary entity
of the other, or if both are subsidiary entities of the same person or company, or if each of them is controlled by the same person
or company.

The foregoing representations are true and accurate as of the date of this certificate and will be true and accurate as of the Closing Time. If any
such representation shall not be true and accurate prior to the Closing Time, the undersigned shall give immediate written notice of such fact to
the Corporation.

Dated: ______________________________, 2013

________________________________________________
Name of Subscriber

_________________________________________
Witness (if Subscriber is an Individual)

________________________________________________
Signature of Subscriber

_________________________________________
Print name of Witness

_________________________________________________
If the Subscriber is a corporation, print name and title of Authorized
Signing Officer
__________________________________________________
Name of Disclosed Principal (if any)

SCHEDULE C
OFFSHORE SUBSCRIBER CERTIFICATE
TO:

CONVERTED CARBON TECHNOLOGIES CORP. (the Corporation)

Reference is made to the subscription agreement between the Corporation and the undersigned (referred to herein as the Subscriber) dated
as of the date hereof (the Subscription Agreement). Upon execution of this Subscriber Certificate by the Subscriber, this Subscriber
Certificate shall be incorporated into and form a part of the Subscription Agreement. Capitalized terms used herein and not defined have the
meanings ascribed thereto in the Subscription Agreement.
In connection with the purchase of common shares of the Corporation (Common Shares) by the Subscriber, the Subscriber represents,
warrants and covenants (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting under the Subscription
Agreement) and certifies to the Corporation and acknowledges that the Corporation is relying thereon that:
General
A. one of the following clauses (i) or (ii) applies:
(i) the Subscriber is resident in or otherwise subject to the laws of the jurisdiction set out as the Subscribers Address on the face page of the
Subscription Agreement and is purchasing as principal for its own account and not for the benefit of any other person, for investment only, and
not with a view to the resale or distribution of all or any of the Units; or
(ii) the Subscriber is contracting hereunder on behalf of a disclosed principal and such disclosed principal is resident in or otherwise subject to
the laws of the jurisdiction set out as the Disclosed Principals Address on the face page of the Subscription Agreement, which disclosed
principal is purchasing as principal for its own account and not for the benefit of any other person, for investment only, and not with a view to
the resale or distribution of all or any of the Units and acknowledges that the Corporation may be required by law to disclose to certain
regulatory authorities the identity of each disclosed principal for whom the Subscriber is contracting.
Prospectus Exemptions
The Subscriber, on its own behalf and (if applicable) on behalf of others for whom it is contracting hereunder, further represents, warrants and
covenants to and with the Corporation (and acknowledges that the Corporation is relying thereon) that it is, and (if applicable) any beneficial
purchaser for whom it is contracting hereunder is, a resident of, or otherwise subject to, the securities legislation of a jurisdiction other than
Canada or the United States, and:
1. the Subscriber is, and (if applicable) any other purchaser for whom it is contracting hereunder, is:
(a) a purchaser that is recognized by the securities regulatory authority in the jurisdiction in which it is, and (if applicable) any other purchaser
for whom it is contracting hereunder is resident or otherwise subject to the securities laws of such jurisdiction, as an exempt purchaser and is
purchasing the Units as principal for its, or (if applicable) each such other purchaser's, own account, and not for the benefit of any other person,
for investment only and not with a view to resale or distribution; or
(b) a purchaser which is purchasing Units pursuant to an exemption from any prospectus or securities registration requirements (particulars of
which are enclosed herewith) available to the C 2
Corporation, the Subscriber and any such other purchaser under applicable securities laws of their jurisdiction of residence or to which the
Subscriber and any such other purchaser are otherwise subject to, and the Subscriber and any such other purchaser shall deliver to the
Corporation such further particulars of the exemption and their qualification thereunder as the Corporation may reasonably request;
2. all acts of solicitation, conduct or negotiations directly or indirectly in furtherance of the purchase of the Units occurred outside of Canada
and the United States and no offer was made to the Subscriber in Canada or the United States and the buy order in respect of the subscription
was not placed from within Canada or the United States;
3. is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulatory authorities having
application in the jurisdiction in which the Subscriber is resident which would apply to the subscription by the Subscriber for the Units;
4. the purchase of Units by the Subscriber, and (if applicable) each such other purchaser, does not contravene any of the applicable securities
laws in such jurisdiction and does not trigger: (i) any obligation to prepare and file a prospectus, an offering memorandum or similar document,
or any other ongoing reporting requirements with respect to such purchase or otherwise; or (ii) any registration or other obligation on the part
of the Corporation; and
5. the Subscriber, and (if applicable) any other purchaser for whom it is contracting hereunder, will not sell or otherwise dispose of any Units or
underlying securities (or any other securities into which such underlying securities are converted or for which such underlying securities are
exchanged), except in accordance with applicable Canadian and United States securities laws, and if the Subscriber, or (if applicable) such
beneficial purchaser, sells or otherwise disposes of any Units or underlying securities (or any other securities into which such underlying
securities are converted or for which such underlying securities are exchanged) to a person other than a resident of Canada, the Subscriber, and

(if applicable) such beneficial purchaser, will obtain from such purchaser representations, warranties and covenants in the same form as
provided in this Schedule and shall comply with such other requirements as the Corporation may reasonably require.

The foregoing representations are true and accurate as of the date of this certificate and will be true and accurate as of the Closing Time. If any
such representation shall not be true and accurate prior to the Closing Time, the undersigned shall give immediate written notice of such fact to
the Corporation.

Dated: ______________________________, 2013

________________________________________________
Name of Subscriber

_________________________________________
Witness (if Subscriber is an Individual)

________________________________________________
Signature of Subscriber

_________________________________________
Print name of Witness

_________________________________________________
If the Subscriber is a corporation, print name and title of Authorized
Signing Officer
__________________________________________________
Name of Disclosed Principal (if any)

SCHEDULE D
WIRE COORDINATES

Banking Details for a Transfer of Funds:

Converted Carbon Technologies Corp.

Suite 1005 - 58 Marine Parade Drive
Toronto, Ontario M8V 4G1

Account no: 1519362

Institution no: 003
Branch no: 00002

SWIFT: (Society for Worldwide Interbank Financial Telecommunications) number ROYCCAT2

Royal Bank of Canada
Plaza Branch
200 Bay Street
Toronto, Ontario M5J 2J5
Contact: Ashley Wach - Tel: 416 - 974 - 2928, Fax: 416 - 974 - 1499, email ashley.wach@rbc.com