PARCELPAL LOGISTICS INC. SUBSCRIPTION AGREEMENT FOR UNITS Execution Pages

TO:	ParcelPal Logistics Inc.

Subscriber Information and Signature

Number of Units:

(Name of Subscriber)			Aggregate Subscription Price: $
Account Reference (if applicable):

By:
	Authorized Signature		If the Subscriber is signing as agent or trustee for a principal (a “Disclosed Principal”) and is not purchasing as trustee or agent for accounts fully managed by it, so as to be deemed to be purchasing as principal pursuant to NI 45-106, complete the following:
(Official Capacity or Title – if the Subscriber is not an individual)
(Name of individual whose signature appears above if different than the name of the Subscriber printed above.)			(Name of Disclosed Principal and, if Disclosed Principal is not an individual, of the contact person of the Disclosed Principal)
(Subscriber’s Residential Address, including Municipality and Province)			(Residential Address of Disclosed Principal)
(Subscriber’s Telephone Number)    (Email Address)			(Telephone Number of Disclosed Principal and, if Disclosed Principal is not an individual, of the contact person of Disclosed Principal)
			(Account Reference, if applicable)

Subscriber’s Present Holdings: The Subscriber represents that securities of the Corporation presently owned (beneficially, directly or indirectly) by the Subscriber (or the Disclosed Principal, if applicable) or over which the Subscriber (or the Disclosed Principal, if applicable) exercises control or direction, are as follows (please indicate “nil” if you (or the Disclosed Principal, if applicable) do not currently own or control any securities of the Corporation):
Type of Securities Presently Owned	Number or Amount

PARCELPAL LOGISTICS INC.
Per:
	▇▇▇▇ ▇▇▇▇▇▇▇▇, CEO

1.1	Definitions

(a)	a director or senior officer of the Corporation;

(b)	a director or senior officer of a Corporation that is an Insider or subsidiary of the Corporation;

(c)	a Person that beneficially owns or controls, directly or indirectly, Voting Shares carrying more than 10% of the voting rights attached to all outstanding voting shares of the Corporation;

(d)	the Corporation itself if it holds any of its own securities.

(a)	Subject to subparagraphs (b), (c) and (d), “Pro Group” shall include, either individually or as a group:

(i)

the Member (i.e., a member within the meaning of Rule A.1.00 of the Canadian Stock  Exchange Rule Book and Policies);

(ii)

employees of the Member;

(iii)

partners, officers and directors of the Member;

(iv)

Affiliates of the Member; and

(v)

Associates of any parties referred to in subparagraphs (i) through (iv).

(b)	The Exchange may, in its discretion, include a person or party in the Pro Group for the purposes of a particular calculation where the Exchange determines that the person is not acting at arm’s length to the Member;

(c)	The Exchange may, in its discretion, exclude a person from the Pro Group for the purposes of a particular calculation where the Exchange determines that the person is acting at arm’s length of the Member; and

(d)	The Exchange may deem a person who would otherwise be included in the Pro Group pursuant to subparagraph (a) to be excluded from the Pro Group where the Exchange determines that:

(i)

the person is an affiliate or associate of the Member is acting at arm’s length of the Member;

(ii)

the associate or affiliate has a separate corporate and reporting structure;

(iii)

there are sufficient controls on information flowing between the Member and the associate or affiliate; and

(iv)

the Member maintains a list of such excluded persons.

1.2	Gender and Number

1.3

Currency

1.4	Subdivisions and Headings

2.1	Description of Schedules

3.1	Terms of the Offering

3.2

Warrants

3.3	Warrant Certificate

3.4	Subscription for the Units

3.5	Acceptance and Rejection of Subscription by the Corporation

4.1

Closing

4.2	Multiple Closings

4.3	Limited Power

4.4	Delivery and Payment

(a)

the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules hereto) to:

(b)

the Subscriber having properly completed, signed and delivered one of either Schedule “A” (the Accredited Investor Status Certificate), Schedule “B” (the Minimum Amount Investment Status Certificate) or Schedule “C” (the Family, Friends and Business Associates Certificate), as applicable;

(c)

the Subscriber having properly completed, signed and delivered a copy of Schedule “D” (Form 4C), if one has not previously been filed with the Exchange or is not current, and if the Subscriber is not an individual and (i) holds, or will hold upon completion of the Offering more than 5% of the issued and outstanding Common Shares, (ii) is, or will upon completion of the Offering be an Insider, or (iii) is a Pro Group placee;

(d)

if the Subscriber is a U.S. Subscriber, the Subscriber having properly completed, signed and delivered the form set out as Schedule “E” hereto;

(e)

payment by the Subscriber of the Aggregate Subscription Price in the form of a certified cheque, money order, bank draft or wire transfer made payable to “ParcelPal Logistics Inc.”, however the Corporation shall not be obligated to issue any Units until receipt of payment;

(f)

the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all other documents as may be required by the Securities Laws for delivery by the Corporation on behalf of the Subscriber; and

(g)

the Corporation having accepted this Subscription Agreement.

(a)

the Subscriber executing and returning to the Corporation all documents required by applicable Securities Laws for delivery on behalf of the Subscriber including, without limitation, all applicable Schedules attached hereto as set out in Section 4.4 above, by no later than the date and time set out on the face page hereof;

(b)

the Corporation having obtained all necessary approvals and consents relating to the issue and sale of the Securities (including those that may be required under applicable Securities Laws), including conditional acceptance by the Exchange and any other required regulatory approvals to permit the completion of the transactions contemplated hereby;

(c)

the offer, issue, sale and delivery of the Securities to the Subscriber being exempt from the requirements to file a prospectus or deliver an offering memorandum (as defined in applicable Securities Laws, including Ontario Securities Commission Rule 14-501- Definitions) or any similar document under applicable Securities Laws and other applicable securities laws relating to the distribution of the Securities, or the Corporation having received such orders, consents or approvals as may be required to permit such sale and distribution without the requirement of filing a prospectus or delivering an offering memorandum or any similar document; and

(d)

the representations and warranties set out herein, including in the Schedules attached hereto, of the Subscriber being true and correct as at the Closing Time.

(a)

the representations and warranties contained in this Agreement made by the Corporation are true and correct when made and shall be true and correct on the Closing Date with the same force and effect as if they had been made on and as of the Closing Date; and

(b)

all covenants, agreements and conditions contained in this Agreement to be performed by the Corporation on or prior to the Closing Date shall have been performed or complied with in all material respects.

(a)

the Corporation and any subsidiaries are valid and subsisting corporations duly incorporated and in good standing under the laws of the jurisdictions in which they are incorporated, continued or amalgamated;

(b)

the creation, issuance and sale of the Securities by the Corporation does not and will not conflict with and does not and will not result in a breach of any of the terms, conditions or provisions of its constating documents or any agreement or instrument to which the Corporation is a party, other than as may have been waived or consented to;

(c)

the Securities will, at the time of issue, be duly allotted, validly issued, fully paid and non-assessable and will be free of all liens, charges and encumbrances and the Corporation will reserve sufficient shares in the treasury of the Corporation to enable it to issue the Securities;

(d)

this Subscription Agreement when accepted has been duly authorized by all necessary corporate action on the part of the Corporation and, subject to acceptance by the Corporation, constitutes a valid obligation of the Corporation legally binding upon it and enforceable in accordance with its terms;

(e)

neither the Corporation nor any of its subsidiaries is a party to any actions, suits or proceedings which could materially affect its business or financial condition, and to the best of the Corporation’s knowledge no such actions, suits or proceedings have been threatened as at the date hereof, except as disclosed or if and when required shall be disclosed in the Information; and

(f)

no order ceasing or suspending trading in the securities of the Corporation nor prohibiting sale of such securities has been issued to the Corporation or its directors, officers or promoters and to the best of the Corporation’s knowledge no investigations or proceedings for such purposes are pending or threatened.

(a)

offer, sell, issue and deliver the Securities pursuant to exemptions from the prospectus filing, registration or qualification requirements of the applicable Securities Laws and otherwise fulfil all legal requirements required to be fulfilled by the Corporation (including without limitation, compliance with all the applicable Securities Laws of the Selling Jurisdictions within Canada) in connection with the Offering;

(b)

within the required time, file with the Exchange any documents, reports and information, in the required form, required to be filed by applicable Securities Laws in connection with the Offering, together with any applicable filing fees and other materials;

(c)

the Corporation will use reasonable commercial efforts to satisfy as expeditiously as possible any conditions of the Exchange required to be satisfied prior to the Exchange’s acceptance of the Corporation’s notice of the Offering; and

(d)

use its reasonable commercial efforts to obtain all necessary approvals for this Offering.

(a)

The Subscriber confirms that it:

(i)

has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of its investment in the Securities;

(ii)

is capable of assessing the merits and risks (including the potential loss of its entire investment) of the proposed investment in the Securities as a result of financial or investment experience or as a result of advice received from a registered person other than the Corporation or an affiliate thereof;

(iii)

is aware of the characteristics of the Securities and understands the risks relating to an investment therein;

(iv)

has reviewed the Information and has been afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Corporation concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Corporationy and each Subsidiary and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Corporation possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment; and

(v)

is able to bear the economic risk of loss of its investment in the Securities, even if the entire investment is lost.

(b)

The Subscriber, and, if applicable, the Disclosed Principal is resident, or if not an individual has its head office, in the jurisdiction set out on the execution pages of this Subscription Agreement and intends that the Securities Laws and any other applicable securities laws relating to the distribution of the Units govern the Subscriber’s subscription. Such address was not created and is not used solely for the purpose of acquiring the Units and the Subscriber was solicited to purchase in only such jurisdiction.

(c)

If the Subscriber is resident outside of Canada and the United States, the Subscriber:

(i)

is knowledgeable of, or has been independently advised as to the applicable securities laws of the regulatory authorities having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the acquisition of the Units, if any;

(ii)

is purchasing the Units pursuant to lawful exemptions from the prospectus and registration requirements or equivalent requirements under the applicable securities laws of the regulatory authorities in the International Jurisdiction or, if such is not applicable, the Subscriber is permitted to purchase the Units under the applicable securities laws of the regulatory authorities in the International Jurisdiction without the need to rely on any exemption;

(iii)

confirms that the applicable securities laws of the regulatory authorities in the International Jurisdiction do not require the Corporation to make any filings or seek any approvals of any nature whatsoever from any authority of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Securities;

(iv)

confirms that neither the purchase of the Units by the Subscriber nor the issuance of the Securities will trigger:

(A)

an obligation to prepare and file a registration statement, prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction; or

(B)

continuous disclosure reporting obligations of the Corporation in the International Jurisdiction.

(d)

The Subscriber has properly completed, executed and delivered to the Corporation this Subscription Agreement and one of either Schedule “A” (the Accredited Investor Status Certificate), Schedule “B” (the Minimum Amount Investment Status Certificate), or Schedule “C” (the Family, Friends and Business Associates Certificate), as applicable, and a copy of Schedule “D” (Form 4C), as applicable, and the representations, warranties, covenants and information contained herein and therein are true and correct as of the date hereof and will be true and correct as of the Closing Time and if less than a complete copy of this Subscription Agreement is delivered to the Corporation, the Corporation and its legal counsel are entitled to assume that the Subscriber accepts and agrees to all the terms and conditions of the pages not delivered, unaltered.

(e)

The Subscriber acknowledges and agrees that:

(i)

the Securities have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States,

(ii)

no market for the Securities currently exists in the United States, and the Securities are being offered in a transaction not involving a public offering within the United States within the meaning of the U.S. Securities Act,

(iii)

the Securities may not be offered or sold, directly or indirectly, in the United States without registration under the U.S. Securities Act or compliance with the requirements of an exemption from registration, and

(iv)

the Corporation has no present intention of filing a registration statement under the U.S. Securities Act in respect of the Securities.

(f)

The Subscriber represents and warrants either that:

(i)

the Subscriber:

(A)

if not a U.S. Fiduciary, was not offered the Securities while the Subscriber was in the United States, and the individual making the order to purchase the Securities and executing and delivering this Agreement for the account or benefit of the Subscriber was not in the United States when the order was placed or when this Subscription Agreement was executed and delivered;

(B)

is not, and is not purchasing the Securities for the account or benefit of, a U.S. Person or person in the United States;

(C)

is not purchasing the Securities as the result of any “directed selling efforts” as such term is defined in Rule 902(c) of Regulation S of the U.S. Securities Act. Without limiting the foregoing, but for greater clarity in this Subscription Agreement, it means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Securities, and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of the Securities;

(D)

represents that the current structure of this transaction and all transactions and activities contemplated hereunder is not a scheme to avoid the registration requirements of the U.S. Securities Act; and

(E)

has no intention to distribute either directly or indirectly any of the Securities in the United States, except in compliance with the U.S. Securities Act and any applicable state securities laws.

(ii)

the Subscriber is a U.S. Subscriber and has completed and executed the U.S. Purchaser Certification attached hereto as Schedule “E” and hereby confirms the truth and accuracy of all statements made therein by the Subscriber.

(g)

The Subscriber undertakes and agrees that it will not offer or sell any of the Securities in the United States unless such securities are registered under the U.S. Securities Act and the securities laws of all applicable states of the United States, or an exemption from such registration requirement is available to the Subscriber.

(h)

The execution and delivery of this Subscription Agreement, the performance and compliance with the terms hereof, the subscription for the Units and the completion of the transactions described herein by the Subscriber will not result in any breach of, or be in conflict with or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the constating documents, by-laws or resolutions of the Subscriber, if applicable, the Securities Laws and any other securities laws applicable to the distribution of the Units to the Subscriber or any Disclosed Principal, any agreement to which the Subscriber is a party, or any judgment, decree, order, statute, rule or regulation applicable to the Subscriber.

(i)

The Subscriber is subscribing for the Units as principal for its own account and not for the benefit of any other person (within the meaning of applicable Securities Laws), and in either case is purchasing the Units for investment only and not with a view to the resale or distribution of all or any of the Securities in violation of applicable Securities Laws, and, if the Subscriber is not subscribing to the Units as principal, it is acting as trustee or agent for a Disclosed Principal (whose identity is disclosed on the face page of this Subscription Agreement) who is purchasing as principal for its own account and not for the benefit of any other person and for investment only and not with a view to the resale or distribution of all or any of the Securities in violation of applicable Securities Laws and the Subscriber in its capacity as trustee or agent is acting in compliance with all applicable Securities Laws and other laws.

(j)

If the Subscriber is contracting hereunder as trustee or agent for a fully managed account (including for greater certainty, a portfolio manager or comparable advisor) or as agent for a Disclosed Principal, the Subscriber is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription and if the Subscriber is acting as trustee or agent for a Disclosed Principal, who is subscribing as principal for its own account and not for the benefit of any other person, this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of and constitutes a legal, valid and binding agreement of, such Disclosed Principal and the Subscriber acknowledges that the Corporation may be required by law to disclose to certain regulatory authorities the identity of such Disclosed Principal for whom it is acting.

(k)

In the case of a subscription for the Units by the Subscriber acting as principal, this Subscription Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding agreement of, the Subscriber. This Subscription Agreement is enforceable in accordance with its terms against the Subscriber.

(l)

If the Subscriber is:

(i)

a corporation, the Subscriber is duly incorporated and is validly subsisting under the laws of its jurisdiction of incorporation and has all requisite legal and corporate power and authority to execute and deliver this Subscription Agreement, to subscribe for the Units as contemplated herein and to carry out and perform its obligations under the terms of this Subscription Agreement and the individual signing this Subscription Agreement has been duly authorized to execute and deliver this Subscription Agreement;

(ii)

a partnership, syndicate or other form of unincorporated organization, the Subscriber has the necessary legal capacity and authority to execute and deliver this Subscription Agreement and to observe and perform its covenants and obligations hereunder and has obtained all necessary approvals in respect thereof and the individual signing this Subscription Agreement has been duly authorized to execute and deliver this Subscription Agreement; or

(iii)

an individual, the Subscriber is of the full age of majority in his or her jurisdiction of residence and is legally competent to execute this Subscription Agreement and to observe and perform his or her covenants and obligations hereunder.

(m)

If the Subscriber is not an individual, it pre-existed the Offering and has a bona fide business other than the investment in the Securities and was not created, formed or established solely or primarily to acquire securities without a prospectus in reliance on an exemption from the prospectus requirements provided for in applicable securities legislation.

(n)

Unless otherwise disclosed to the Corporation, the Subscriber is not, and any Disclosed Principal for whom the Subscriber is acting hereunder is not, an insider of the Corporation (within the meaning of applicable Securities Laws) and the Subscriber is, and any Disclosed Principal for whom the Subscriber is acting hereunder is, at “arm’s-length” with the Corporation (within the meaning of the policies of the Exchange).

(o)

Unless otherwise disclosed to the Corporation, there is no person acting or purporting to act in connection with the transactions contemplated herein who is entitled to any brokerage or finder’s fee. If any person establishes a claim that any fee or other compensation is payable in connection with this subscription for the Units, the Subscriber covenants to indemnify and hold harmless the Corporation with respect thereto and with respect to all costs reasonably incurred in the defence thereof.

(p)

Unless otherwise disclosed to the Corporation, the Subscriber is not, with respect to the Corporation or any of its affiliates, a Control Person and the subscription hereunder by the Subscriber will not create a new Control Person.

(q)

Except as disclosed in writing to the Corporation, the Subscriber does not act jointly, or in concert with any other person or company for the purposes of acquiring securities of the Corporation.

(r)

If required by applicable Securities Laws or the Corporation, the Subscriber will execute, deliver and file or assist the Corporation in filing such reports, undertakings and other documents with respect to the issue of the Securities as may be required by any securities commission, stock exchange or other regulatory authority. The Subscriber agrees to comply with all Securities Laws of the Selling Jurisdictions applicable to the Subscriber and with the policies of the Exchange concerning the purchase of, the holding of, and the resale restrictions applicable to, the Securities and acknowledges that the Subscriber is solely responsible (and not the Corporation) for such compliance.

(s)

The Subscriber has been advised to consult its own legal advisors with respect to trading in the Securities and with respect to the hold periods imposed by the Securities Laws of the Selling Jurisdiction in which the Subscriber resides and other applicable securities laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the Securities Laws or other resale restrictions applicable to such securities which restrict the ability of the Subscriber (or others for whom it is contracting hereunder) to resell such securities, that the Subscriber (or others for whom it is contracting hereunder) is solely responsible to find out what these restrictions are, that the Subscriber is solely responsible (and the Corporation is not in any way responsible) for compliance with applicable resale restrictions and that the Subscriber is aware that it may not be able to resell such securities except in accordance with limited exemptions under the Securities Laws and other applicable securities laws.

(t)

The Subscriber has not received or been provided with a prospectus, offering memorandum (within the meaning of the Securities Laws and other applicable securities laws relating to the distribution of the Securities) or any sales or advertising literature in connection with the Offering or any document purporting to describe the business and affairs of the Corporation which has been prepared for review by prospective purchasers to assist in making an investment decision in respect of the Securities and the Subscriber’s decision to subscribe for the Units was not based upon, and the Subscriber has not relied upon, any oral or written representations as to facts made by or on behalf of the Corporation. The Subscriber’s decision to subscribe for the Units was based solely upon this Subscription Agreement and information about the Corporation which is publicly available.

(u)

No person has made any written or oral representations:

(v)

The Subscriber is not purchasing the Units with knowledge of any material information concerning the Corporation that has not been generally disclosed.

(w)

The subscription for the Units has not been made through or as a result of, and the distribution of the Units is not being accompanied by any advertisement, including without limitation in printed public media, radio, television or telecommunications, including electronic display, or as part of a general solicitation.

(x)

The funds representing the Aggregate Subscription Price which will be advanced by the Subscriber to the Corporation hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”) and the Subscriber acknowledges that the Corporation may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA. To the best of its knowledge (a) none of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States, or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber, and (b) the Subscriber shall promptly notify the Corporation if the Subscriber discovers that any of such representations ceases to be true, and to provide the Corporation with appropriate information in connection therewith.

(a)

The Units form part of a larger non-brokered private placement offering of Units (the “Offering”).

(b)

No securities commission, agency, governmental authority, regulatory body, stock exchange or similar authority has reviewed or passed on the merits of the Securities nor have any such agencies or authorities made any recommendations or endorsement with respect to the Securities.

(c)

The Securities shall be subject to statutory resale restrictions under the Securities Laws of the Selling Jurisdiction in which the Subscriber resides and under other applicable Securities Laws, and the Subscriber covenants that it will not resell the Securities except in compliance with such laws and the Subscriber acknowledges that it is solely responsible (and the Corporation is not in any way responsible) for such compliance.

(d)

The Subscriber’s ability to transfer the Securities is limited by, among other things, applicable Securities Laws.

(e)

The Securities may be subject to additional resale restrictions, which can be imposed by the Exchange retroactively, in its sole discretion.

(f)

The Securities comprising the Units shall have attached to them, whether through the electronic deposit system of CDS, an ownership statement issued under a direct registration system or other electronic book-entry system, or on certificates that may be issued, as applicable, any legends as may be prescribed by CDS in addition to a legend setting out resale restrictions under applicable Securities Laws in substantially the following form and with the necessary information inserted:

(g)

The Corporation is relying on an exemption from the requirement to provide the Subscriber with a prospectus under the Securities Laws and, as a consequence of acquiring the Securities pursuant to such exemption:

(i)

certain protections, rights and remedies provided by the Securities Laws, including statutory rights of rescission and certain statutory remedies against an issuer, underwriters, auditors, directors and officers that are available to investors who acquire securities offered by a prospectus, will not be available to the Subscriber;

(ii)

the common law may not provide investors with an adequate remedy in the event that they suffer investment losses in connection with securities acquired in a private placement;

(iii)

the Subscriber may not receive information that would otherwise be required to be given under the Securities Laws; and

(iv)

the Corporation is relieved from certain obligations that would otherwise apply under the Securities Laws.

(h)

The Subscriber’s decision to execute this Subscription Agreement and acquire the Units has not been based on any oral or written representation (other than those contained in this Agreement) made by or on behalf of the Corporation or any finder (a “Finder”) that might have introduced the Subscriber to the Corporation but was based entirely upon the Subscriber’s review of information about the Corporation which is publicly available, and the Subscriber’s knowledge of the Corporation’s affairs.

(i)

The Corporation may pay fees or issue securities or both to one or more Finders, if any, subject to applicable laws and the policies of the Exchange in connection with the Offering.

(j)

The Subscriber will hold the Corporation, the Corporation’s legal counsel and any Finder harmless from any loss or damage they may suffer as a result of the Subscriber’s failure to correctly complete this Subscription Agreement and such Schedules.

(k)

The Subscriber is responsible for obtaining such legal and tax advice as it considers appropriate in connection with the execution, delivery and performance of this Subscription Agreement and the transactions contemplated under this Subscription Agreement, including without limitation, the suitability of the Securities as an investment for the Subscriber, the tax consequences of purchasing and dealing with the Securities, and the resale restrictions and “hold periods” to which the Securities are or may be subject under Securities Laws. The Subscriber has not relied upon any statements made by or purporting to be made on behalf of the Corporation or its legal counsel with respect to such matters.

(l)

There is no government or other insurance covering the Securities.

(m)

Legal counsel retained by the Corporation are acting as counsel to the Corporation and not as counsel to the Subscriber.

(n)

The Corporation’s counsel, Rimon P.C., does not assume any responsibility or liability of any nature whatsoever for the accuracy or adequacy of any Information concerning the Corporation or as to whether all Information concerning the Corporation required to be disclosed by the Corporation has been generally disclosed. The Subscriber, on its own behalf and, if applicable, on behalf of a Disclosed Principal for whom it is acting hereunder, has acknowledged that the decision to purchase the Units was made on the basis of currently available public Information. The Corporation’s counsel, Rimon P.C., are entitled to the benefit of this subsection.

(o)

The Subscriber acknowledges that this Subscription Agreement and the exhibits and Schedules hereto require the Subscriber to provide certain personal information to the Corporation. Such information is being collected by the Corporation for the purposes of completing the Offering, which includes, without limitation, determining the Subscriber’s eligibility to purchase the Units under the Securities Laws and other applicable securities laws and completing filings required by any stock exchange or securities regulatory authority. The Subscriber’s personal information may be disclosed by the Corporation to: (a) stock exchanges or securities regulatory authorities, (b) the CRA or other taxing authorities, and (c) any of the other parties involved in the Offering, including legal counsel and may be included in record books in connection with the Offering. The personal information collected by the securities regulatory authorities may also be disclosed on such securities regulatory authorities’ website(s) or through printed materials published by or pursuant to the directions of such securities regulatory authorities. By executing this Subscription Agreement, the Subscriber is deemed to be consenting to the foregoing collection, use and disclosure of the Subscriber’s personal information. The Subscriber also consents to the filing of copies or originals of any of the Subscriber’s documents described herein as may be required to be filed with any stock exchange or securities regulatory authority in connection with the transactions contemplated hereby. The Subscriber represents and warrants that it has the authority to provide the consents and acknowledgements set out in this paragraph on behalf of each Disclosed Principal.

(p)

The Subscriber acknowledges and consents to the collection, use and disclosure of personal information, including information provided by the Subscriber on the cover page and in the Schedules attached hereto, by the Exchange and its affiliates, authorized agents, subsidiaries and divisions, including the Exchange for the following purposes: (i) to verify personal information that has been provided about each individual, (ii) to provide disclosure to market participants as to the security holdings of directors, officers, other insiders and promoters of the issuer or its associates or affiliates, (iii) to conduct enforcement proceedings, and (iv) to perform other investigations as required by and to ensure compliance with all applicable rules, policies, rulings and regulations of the Exchange, Securities Laws and other legal and regulatory requirements governing the conduct and protection of the public markets in Canada. As part of this process, the Subscriber further acknowledges that the Exchange also collects additional personal information from other sources, including but not limited to, securities regulatory authorities in Canada or elsewhere, investigative, law enforcement or self-regulatory organizations, regulations services providers and each of their subsidiaries, affiliates, regulators and authorized agents, to ensure that the purposes set out above can be accomplished. The personal information collected by the Exchange may also be disclosed (i) to the aforementioned agencies and organizations or as otherwise permitted or required by law and may be used for the purposes described above for their own investigations, and (ii) on the Exchange’s website or through printed materials published by or pursuant to the directions of the Exchange. The Exchange may from time to time use third parties to process information and/or provide other administrative services and may share information with such third-party services providers.

(q)

The information provided by the Subscriber on the face page of this Subscription Agreement identifying the name, address and telephone number of the Subscriber or, if applicable, of the Disclosed Principal, whether the Subscriber or the Disclosed Principal is an “insider” of the Corporation and/or a “registrant” as each term is defined under the B.C. Act, the number of Units being purchased hereunder and the total purchase price as well as the Closing Date and the exemption that the Subscriber is relying on in purchasing the Units will be disclosed to securities regulatory authorities in each the Selling Jurisdictions (including the British Columbia Securities Commission and the Ontario Securities Commission), and such information is being indirectly collected by such securities regulatory authorities, including the British Columbia Securities Commission and the Ontario Securities Commission under the authority granted to it under securities legislation. This information is being collected for the purposes of the administration and enforcement of the securities legislation of each of the respective Selling Jurisdictions and may be disclosed to the public by such securities regulatory authorities in accordance with securities legislation. Each Subscriber (and for certainty, including each Disclosed Principal) hereby authorizes the indirect collection and disclosure of such information by the applicable securities regulatory authorities, including the British Columbia Securities Commission and the Ontario Securities Commission. In the event the Subscriber has any questions with respect to the indirect collection of such information by the British Columbia Securities Commission, the Subscriber should contact the British Columbia Securities Commission, at (▇▇▇) ▇▇▇-▇▇▇▇ or ▇-▇▇▇-▇▇▇-▇▇▇▇ (Toll free across Canada) or by facsimile at (▇▇▇) ▇▇▇-▇▇▇▇ or in person or writing at P.O. Box 10142, Pacific Centre, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇. In the event the Subscriber has any questions with respect to the indirect collection of such information by the Ontario Securities Commission, the Subscriber should contact the Ontario Securities Commission, Administrative Support Clerk, at (▇▇▇) ▇▇▇-▇▇▇▇ or by facsimile at (▇▇▇) ▇▇▇-▇▇▇▇ or in person or writing at Suite 1903, Box ▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇.

6.3	Reliance on Representations, Warranties, Covenants and Acknowledgements

(a)

the Subscriber is purchasing the Units acquired pursuant to this Subscription Agreement:

(i)

as principal and not for the benefit of any other Person, or you are deemed under NI 45-106 to be purchasing the Units acquired pursuant to this Agreement as principal, and, in either case, you are an “accredited investor” within the meaning of NI 45-106; or

(ii)

as agent for a Disclosed Principal, and the Subscriber is an agent or trustee with proper authority to execute all documents required in connection with the purchase of the Units acquired pursuant to this Agreement on behalf of such Disclosed Principal and such Disclosed Principal for whom the Subscriber is contracting hereunder is purchasing as principal and not for the benefit of any other Person, or is deemed under NI 45-106 to be purchasing the Units acquired pursuant to this Agreement as principal, and, in either case, such Disclosed Principal an “accredited investor” within the meaning of NI 45-106;

(b)

if the Subscriber is, or any Disclosed Principal is, as the case may be, a Person, other than an individual or investment fund, that has net assets of at least $5,000,000, the Subscriber was not, or the Disclosed Principal was not, as the case may be, created or used solely to purchase or hold securities as an accredited investor; and

(c)

the Subscriber has concurrently completed, executed and delivered a certificate in the form attached as Schedule “A” hereto (and Appendix “A” thereto, as applicable).

7.2	Minimum Investment Amount

(a)

the Subscriber is a non-individual and is either purchasing the Units acquired pursuant to this Subscription Agreement:

(i)

as principal and not for the benefit of any other Person, and your aggregate acquisition cost, payable by you in cash, for such Units is not less than $150,000; or

(ii)

as agent for a Disclosed Principal, and the Subscriber is an agent or trustee with proper authority to execute all documents required in connection with the purchase of such Units on behalf of such Disclosed Principal and such Disclosed Principal for whom the Subscriber is contracting hereunder is purchasing as principal and not for the benefit of any other Person, and the aggregate acquisition cost to such Disclosed Purchaser, payable by such Disclosed Principal in cash, for the Units acquired under this Agreement is not less than $150,000; and

(b)

the Subscriber was not, or any Disclosed Principal was not, as the case may be, created or used solely to purchase or hold securities in reliance on this exemption from the prospectus requirement, and it pre-existed the Offering and has a bona fide purpose other than investment in the Securities; and

(c)

the Subscriber has concurrently completed, executed and delivered a certificate in the form attached as Schedule “B” hereto.

7.3	Family, Friends and Business Associates

(a)

the Subscriber is purchasing the Units acquired pursuant to this Subscription Agreement:

(i)

as principal and not for the benefit of any other Person, or the Subscriber is deemed under NI 45-106 to be purchasing the Units acquired pursuant to this Agreement as principal, and, in either case, the Subscriber is a “family, friend or business associate” within the meaning of NI 45-106; or

(ii)

as agent for a Disclosed Principal, and the Subscriber is an agent or trustee with proper authority to execute all documents required in connection with the purchase of the Units acquired pursuant to this Agreement on behalf of such Disclosed Principal and such Disclosed Principal for whom the Subscriber is contracting hereunder is purchasing as principal and not for the benefit of any other Person, or is deemed under NI 45-106 to be purchasing the Units acquired pursuant to this Agreement as principal, and, in either case, such Disclosed Principal a “family, friend or business associate” within the meaning of NI 45-106;

(b)

no commission or finder’s fee has been or will be paid to any director, officer, founder, or Control Person of the Corporation or an affiliate of the Corporation in connection with the Units acquired under this Agreement; and

(c)

the Subscriber has concurrently completed, executed and delivered a certificate in the form attached as Schedule “C” hereto (and Appendix "A" or Appendix "B" thereto, as applicable).

8.1	Survival of Representations, Warranties and Covenants of the Corporation

8.2	Survival of Representations, Warranties and Covenants of the Subscriber

9.1	Further Assurances

9.2

Notices

(a)

Any notice, direction or other instrument required or permitted to be given to any party hereto shall be in writing and shall be sufficiently given if delivered personally, or transmitted by facsimile tested prior to transmission to such party, as follows:

(b)

Any such notice, direction or other instrument, if delivered personally, shall be deemed to have been given and received on the day on which it was delivered, provided that if such day is not a Business Day then the notice, direction or other instrument shall be deemed to have been given and received on the first Business Day next following such day and if transmitted by fax, shall be deemed to have been given and received on the day of its transmission, provided that if such day is not a Business Day or if it is transmitted or received after the end of normal business hours then the notice, direction or other instrument shall be deemed to have been given and received on the first Business Day next following the day of such transmission.

(c)

Any party hereto may change its address for service from time to time by notice given to each of the other parties hereto in accordance with the foregoing provisions.

9.3	Time of the Essence

9.4	Costs and Expenses

9.5	Applicable Law

9.6	Entire Agreement

9.7	Severability

9.8	Counterparts

9.9	Assignment

9.10

Enurement

TO:	ParcelPal Logistics Inc. (the “Corporation”)

(a)

the Subscriber is resident in or otherwise subject to the securities laws of one of the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, Newfoundland and Labrador, Nova Scotia, New Brunswick or ▇▇▇▇▇▇ ▇▇▇▇▇▇ Island;

(b)

the Subscriber is purchasing the Units as principal for its own account and not for the benefit of any other person or is deemed to be purchasing as principal pursuant to NI 45-106;

(c)

the Subscriber is an “accredited investor” within the meaning of NI 45-106 on the basis that the Subscriber fits within one of the categories of an “accredited investor” reproduced below beside which the Subscriber has indicated the undersigned belongs to such category;

(d)

the Subscriber was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) below; and

(e)

upon execution of this Schedule “A” (and Appendix “A” to this Schedule “A”, as applicable) by the Subscriber, this Schedule “A” shall be incorporated into and form a part of the Subscription Agreement to which this Schedule “A” is attached.

(a)

“bank” means a bank named in Schedule I or II of the Bank Act (Canada);

(b)

“Canadian financial institution” means (i) an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act, or (ii) a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada;

(c)

“company” means any corporation, incorporated association, incorporated syndicate or other incorporated organization;

(d)

“financial assets” means (i) cash, (ii) securities, or (iii) a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation;

(e)

“fully managed account” means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client’s express consent to a transaction;

(f)

“investment fund” has the same meaning as in National Instrument 81-106 Investment Fund Continuous Disclosure;

(g)

“person” includes

(iii)

a partnership, trust, fund and an association, syndicate, organization or other organized group of persons whether incorporated or not, and

(iv)

an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or another legal representative.

(h)

“Related liabilities” means (i) liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or (ii) liabilities that are secured by financial assets;

(i)

“Schedule III bank” means an authorized foreign bank named in Schedule III of the Bank Act (Canada);

(j)

“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); and

(k)

“subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary.

Dated:			Signed:
Witness (If Subscriber is an Individual)			Print the name of Subscriber
Print Name of Witness			If Subscriber is a corporation, print name and title of Authorized Signing Officer

SECTION 1 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
1. About your investment
Type of securities: Units	Issuer: ParcelPal Logistics Inc.
Purchased from: Issuer
SECTIONS 2 TO 4 TO BE COMPLETED BY THE PURCHASER
2. Risk acknowledgement
This investment is risky. Initial that you understand that:	Your initials
Risk of loss – You could lose your entire investment of $___________ . [Instruction: Insert the total dollar amount of the investment.]
Liquidity risk – You may not be able to sell your investment quickly – or at all.
Lack of information – You may receive little or no information about your investment.
Lack of advice – You will not receive advice from the salesperson about whether this investment is suitable for you unless the salesperson is registered. The salesperson is the person who meets with, or provides information to, you about making this investment. To check whether the salesperson is registered, go to ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇.
3. Accredited investor status
You must meet at least one of the following criteria to be able to make this investment. Initial the statement that applies to you. (You may initial more than one statement.) The person identified in section 6 is responsible for ensuring that you meet the definition of accredited investor. That person, or the salesperson identified in section 5, can help you if you have questions about whether you meet these criteria.	Your initials
•          Your net income before taxes was more than $200,000 in each of the 2 most recent calendar years, and you expect it to be more than $200,000 in the current calendar year. (You can find your net income before taxes on your personal income tax return.)
•          Your net income before taxes combined with your spouse’s was more than $300,000 in each of the 2 most recent calendar years, and you expect your combined net income before taxes to be more than $300,000 in the current calendar year.
•          Either alone or with your spouse, you own more than $1 million in cash and securities, after subtracting any debt related to the cash and securities.
•          Either alone or with your spouse, you have net assets worth more than $5 million. (Your net assets are your total assets (including real estate) minus your total debt.)
4. Your name and signature
By signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified in this form.
First and last name (please print):
Signature:	Date:
SECTION 5 TO BE COMPLETED BY THE SALESPERSON
5. Salesperson information
[Instruction: The salesperson is the person who meets with, or provides information to, the purchaser with respect to making this investment. That could include a representative of the issuer or selling security holder, a registrant or a person who is exempt from the registration requirement.]
First and last name of salesperson (please print):
Telephone:	Email:
Name of firm (if registered):
SECTION 6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
6. For more information about this investment
For investment in a non-investment fund ParcelPal Logistics Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇▇▇▇   E-mail: ▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ Website: ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ Phone Number: ▇▇▇-▇▇▇-▇▇▇▇   For more information about prospectus exemptions, contact your local securities regulator. You can find contact information at ▇▇▇.▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇.

1.	This form does not mandate the use of a specific font size or style but the font must be legible.

2.	The information in sections 1, 5 and 6 must be completed before the purchaser completes and signs the form.

3.	The purchaser must sign this form. Each of the purchaser and the issuer or selling security holder must receive a copy of this form signed by the purchaser. The issuer or selling security holder is required to keep a copy of this form for 8 years after the distribution.

(a)

the Subscriber is resident in or subject to the securities laws of one of the provinces of British Columbia, Saskatchewan, Manitoba, Ontario, Québec, Newfoundland and Labrador, Nova Scotia, New Brunswick or ▇▇▇▇▇▇ ▇▇▇▇▇▇ Island;

(b)

the Subscriber is purchasing the Units as a non-individual and as principal for its own account and not for the benefit of any other person;

(c)

the Units have an acquisition cost to the Subscriber of not less than C$150,000, payable in cash at the Closing of the Offering;

(d)

the Subscriber was not created and is not being used solely to purchase or hold securities in reliance on the registration and prospectus exemptions provided under Section 2.10 of NI 45-106, it pre-existed the Offering and has a bona fide purpose other than investment in the Units; and

(e)

upon execution of this Schedule “B” by the Subscriber, this Schedule “B” shall be incorporated into and form a part of the Subscription Agreement.

Dated:			Signed:
Witness (If Subscriber is an Individual)			Print the name of Subscriber
Print Name of Witness			If Subscriber is a corporation, print name and title of Authorized Signing Officer

TO:

ParcelPal Logistics Inc.  (the “Corporation”)

(a)

the Subscriber is resident in or otherwise subject to the securities laws of one of the Provinces of British Columbia, Alberta, Manitoba, Québec, Newfoundland and Labrador, Nova Scotia, New Brunswick or ▇▇▇▇▇▇ ▇▇▇▇▇▇ Island;

(b)

the Subscriber is purchasing the Units as principal for its own account and not for the benefit of any other person or is deemed to be purchasing as principal pursuant to NI 45-106;

(c)

the Subscriber fits within one of the categories of a “family, friend or business associate” under Section 2.5 of NI 45-106 reproduced below beside which the Subscriber has indicated the undersigned belongs to such category;

(d)

no commission or finder’s fee has been or will be paid to any director, officer, founder, or control person of the Corporation or an affiliate of the Corporation in connection with the Units acquired under this Agreement; and

(e)

upon execution of this Schedule “C” by the Subscriber, this Schedule “C” shall be incorporated into and form a part of the Subscription Agreement to which this Schedule “C” is attached.

☐	(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, child or grandchild of the spouse of a director, executive officer or control person of the Corporation, or of an affiliate of the Corporation;
☐	(c)	a parent, grandparent, brother, sister, child or grandchild of a spouse of a director, senior 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, grandchild close personal friend or close business associate of a founder of the Corporation;
☐	(g)	a parent, grandparent, brother, sister, child or grandchild 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).

(a)

“executive officer” means, for the 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, or

(iii)

performing a policy-making function in respect of the Corporation;

(b)

“founder” means, in respect of the 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 distribution or trade is actively involved in the business of the Corporation;

(c)

“person” includes

(iii)

a partnership, trust, fund and an association, syndicate, organization or other organized group of persons whether incorporated or not, and

(iv)

an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative;

(d)

“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); and

(e)

“subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary.

Dated:			Signed:
Witness (If Subscriber is an Individual)			Print the name of Subscriber
Print Name of Witness			If Subscriber is a corporation, print name and title of Authorized Signing Officer

W A R N I N G Risk Acknowledgement Saskatchewan Close Personal Friends and Close Business Associates I acknowledge that this is a risky investment: •     I am investing entirely at my own risk. •     No securities regulatory authority or regulator has evaluated or endorsed the merits of these securities. •    [The person selling me these securities is not registered with a securities regulatory authority or regulator and has no duty to tell me whether this investment is suitable for me.][Instruction: delete if sold by a registrant] •     I will not be able to sell these securities for 4 months. •     I could lose all the money I invest. •     I do not have a 2-day right to cancel my purchase of these securities or the statutory rights of action for misrepresentation I would have if I were purchasing the securities under a prospectus. I do have a 2-day right to cancel my purchase of these securities if I receive an amended offering document. I am investing $____________ [total consideration] in total; this includes any amount I am obliged to pay in future. I am a close personal friend or close business associate of ____________ [state name], who is a ____________ [state title - founder, director, executive officer or control person] of [Instruction: insert name of corporation] I acknowledge that I am purchasing based on my close relationship with ____________ [state name of founder, director, executive officer or control person] whom I know well enough and for a sufficient period of time to be able to assess her/his capabilities and trustworthiness. I acknowledge that this is a risky investment and that I could lose all the money I invest.

•	the issuer does not have to give you a prospectus (a document that describes the investment in detail and gives you some legal protections), and

•	the securities do not have to be sold by an investment dealer registered with a securities regulatory authority or regulator.

WARNING! This investment is risky. Don’t invest unless you can afford to lose all the money you pay for this investment

SECTION 1 TO BE COMPLETED BY THE ISSUER
1. About your investment
Type of securities: Units	Issuer: ParcelPal Logistics Inc.
Purchased from: Issuer
SECTIONS 2 TO 4 TO BE COMPLETED BY THE PURCHASER
2. Risk acknowledgement [Instruction: initial all boxes in Section 2]
This investment is risky. Initial that you understand that:	Your initials
Risk of loss – You could lose your entire investment of $______________________. [Instruction: Insert the total dollar amount of the investment.]
Liquidity risk – You may not be able to sell your investment quickly – or at all.
Lack of information – You may receive little or no information about your investment.
3. Family, friend or business associate status [Instruction: initial one or more boxes that apply]
You must meet at least one of the following criteria to be able to make this investment. Check and initial the statement that applies to you:	Your initials
A) You are: 1. [check all applicable boxes] ☐ a director of the issuer or an affiliate of the issuer ☐ an executive officer of the issuer or an affiliate of the issuer ☐ a control person of the issuer or an affiliate of the issuer ☐  a founder of the issuer OR
2. [check all applicable boxes] ☐ a person of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, (i) individuals listed in (1) above and/or (ii) family members, close personal friends or close business associates of individuals listed in (1) above ☐ a trust or estate of which all of the beneficiaries or a majority of the trustees or executors are (i) individuals listed in (1) above and/or (ii) family members, close personal friends or close business associates of individuals listed in (1) above
B) You are a family member of ____________________ [Instruction: Insert the name of the person who is your relative either directly or through his or her spouse], who holds the following position at the issuer or an affiliate of the issuer: ____________________. You are the ____________________ of that person or that person’s spouse. [Instruction: To qualify for this investment, the person listed above must be (a) your spouse or (b) your or your spouse’s parent, grandparent, brother, sister, child or grandchild.]
C) You are a close personal friend of ____________________ [Instruction: Insert the name of your close personal friend], who holds the following position at the issuer or an affiliate of the issuer: ____________________. You have known that person for _____ years.
D) You are a close business associate of ____________________ [Instruction: Insert the name of your close business associate], who holds the following position at the issuer or an affiliate of the issuer: ____________________. You have known that person for _____ years.
4. Your name and signature
By signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified in this form. You also confirm that you are eligible to make this investment because you are a family member, close personal friend or close business associate of the person identified in section 5 of this form
First and last name (please print):
Signature:	Date:
SECTION 5 TO BE COMPLETED BY PERSON WHO CLAIMS THE CLOSE PERSONAL RELATIONSHIP, IF APPLICABLE
5. Contact person at the issuer or an affiliate of the issuer
[Instruction: To be completed by the director, executive officer, control person or founder with whom the purchaser has a close personal relationship indicated under sections 3B, C or D of this form.]
By signing this form, you confirm that you have, or your spouse has, the following relationship with the purchaser: [check the box that applies] ☐ family relationship as set out in section 3B of this form ☐ close personal friendship as set out in section 3C of this form ☐ close business associate relationship as set out in section 3D of this form
First and last name of contact person (please print):
Position with the issuer or affiliate of the issuer (director, executive officer, control person or founder):
Telephone:	Email:
Signature:	Date:
SECTION 6 TO BE COMPLETED BY THE ISSUER
6. For more information about this investment
ParcelPal Logistics Inc. Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇ E-mail: ▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ Website: ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/ Phone Number: ▇▇▇-▇▇▇-▇▇▇▇
For more information about prospectus exemptions, contact your local securities regulator. You can find contact information at ▇▇▇.▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇.
Signature of executive officer of the issuer (other than the purchaser):	Date: March  , 2023

Name *	City	Province or State	Country

5.	Acknowledgement - Personal Information and Securities Laws

(a)

“Personal Information” means any information about an identifiable individual, and includes information contained in sections 1, 2 and 4, as applicable, of this Form.

(i)

the disclosure of Personal Information by the undersigned to the Exchange (as defined in Appendix 6B) pursuant to this Form; and

(ii)

the collection, use and disclosure of Personal Information by the Exchange for the purposes described in Appendix 6B or as otherwise identified by the Exchange, from time to time.

(b)

The undersigned acknowledges that it is bound by the provisions of applicable Securities Law, including provisions concerning the filing of insider reports and reports of acquisitions.

	(Name of Purchaser - please print)
	(Authorized Signature)
	(Official Capacity - please print)
	(Please print name of individual whose signature appears above)

TO:	ParcelPal Logistics Inc./ (the “Corporation”)

RE:	SUBSCRIPTION FOR SECURITIES OF THE CORPORATION

(a)	It is (i) a U.S. Person, a person in the United States, or purchasing Securities for the account or benefit of a U.S. Person or a person in the United States, and (ii) authorized to consummate the purchase of the Securities.

(b)	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 it is able to bear the economic risk of loss of its entire investment.

(c)

The Corporation has provided to it the opportunity to ask questions and receive answers concerning the terms and conditions of the Offering and it has had access to such information concerning the Corporation as it has considered necessary or appropriate in connection with its investment decision to acquire the Units, including access to the Corporation’s public filings available on the Internet at ▇▇▇.▇▇▇▇▇.▇▇▇, and that any answers to questions and any request for information have been complied with to the Subscriber’s satisfaction.

(d)	It is acquiring the Units for its own account, for investment purposes only and not with a view to any resale, distribution or other disposition of the Securities comprising the Units in violation of the United States securities laws.

(e)

It alone, or with the assistance of its professional advisors, has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of its investment in the Units, and it is able, without impairing its financial condition to hold such securities for an indefinite period of time and bear the economic risk, and withstand a complete loss, of its investment.

(f)

It acknowledges that it has not purchased the Units as a result of any “directed selling efforts” (as defined in Regulation S under the U.S. Securities Act(as defined herein)) or any “general solicitation” or “general advertising” (as those terms are used in Regulation D under the U.S. Securities Act), including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

(g)

It understands and acknowledges that the Units are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act, and may not be offered, sold, pledged or otherwise transferred, directly or indirectly, unless pursuant to a registration statement declared effective by the United States Securities and Exchange Commission (the “SEC”) or pursuant to an exemption from the registration requirements of the U.S. Securities Act and in compliance with any restrictive legend imprinted thereon.

(h)

The address of the Subscriber set out in the Subscription Agreement is the true and correct principal address of the Subscriber and can be relied on by the Corporation for the purposes of state securities laws and the Subscriber has not been formed for the specific purpose of purchasing the Securities.

(i)

It understands that (i) the Securities comprising the Units have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States, and will be “restricted securities”, as defined in Rule 144 under the U.S. Securities Act; (ii) the Securities comprising the Units are being offered and sold to the Subscriber in reliance upon the exemption from such registration requirements provided by Rule 506 of Regulation D of the U.S. Securities Act and/or Section 4(2) under the U.S. Securities Act and similar exemptions from state securities laws; (iii) subject to certain exceptions provided under the U.S. Securities Act, the Securities comprising the Units may not be offered, sold or otherwise transferred, or to, by or for the account or benefit of a U.S. Person or a person in the United States, unless the Securities comprising the Units are registered under the U.S. Securities Act and applicable state securities laws, or unless an exemption from such registration requirements is available; and (iv) as a consequence, the Subscriber may be required to bear the economic risks of the investment in the Securities comprising the Units for an indefinite period of time.

(j)

The Subscriber and any persons for whose account or benefit the Subscriber is purchasing the Units is (are) an “accredited investor” as defined in Rule 501(a) of Regulation D of the U.S. Securities Act (an “Accredited Investor”) by virtue of meeting one or more of the following criteria (please hand-write your initials on the appropriate lines and write “SUB” for the criteria the Subscriber meets and “BEN” for the criteria any persons for whose account or benefit the Subscriber is purchasing the Securities meets):

____________

Category 1.

A bank, as defined in Section 3(a)(2) of the U.S. Securities Act, whether acting in its individual or fiduciary capacity; a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the U.S. Securities Act, whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the United States Securities Exchange Act of 1934, as amended; an insurance company as defined in Section 2(a)(13) of the U.S. Securities Act; an investment company registered under the United States Investment Company Act of 1940; a business development company as defined in Section 2(a)(48) of the United States Investment Company Act of 1940; a small business investment company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the United States Small Business Investment Act of 1958; any Rural Business Investment Company as defined in section 384A of the United States Consolidated Farm and Rural Development Act; a plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, with total assets in excess of U.S.$5,000,000; or an employee benefit plan within the meaning of the United States Employee Retirement Income Security Act of 1974 in which 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 adviser, or an employee benefit plan with total assets in excess of U.S.$5,000,000 or, if a self-directed plan, with investment decisions made solely by persons who are “accredited investors” (as such term is defined in Rule 501 under the U.S. Securities Act); or

_____________

Category 2.

A private business development company as defined in Section 202(a)(22) of the United States Investment Advisers Act of 1940; or

_____________

Category 3.

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

_____________

Category 4.

A director or executive officer of the Company; or

_____________

Category 5.

A natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent, at the time of purchase exceeds U.S.$1,000,000; provided, however, that (i) the person’s primary residence shall not be included as an asset; (ii) indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of the sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (iii) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; or

_____________

Category 6.

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

_____________

Category 7.

A trust, with total assets in excess of U.S.$5,000,000, not formed for the specific purpose of acquiring the Units, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the U.S. Securities Act; or

_____________

Category 8.

An entity in which all of the equity owners are “accredited investors” (as such term is defined in Rule 501 under the U.S. Securities Act); or

_____________

Category 9.

An entity of a type not listed in Rule 501(a) under the U.S. Securities Act, owning investments in excess of U.S.$5,000,000 that is not formed for the specific purpose of acquiring the Units; or

_____________

Category 10.

A natural person that holds one of the following licenses in good standing: General Securities Representative license (Series 7), the Private Securities Offerings Representative license (Series 82), or the Investment Adviser Representative license (Series 65); or

_____________

Category 11.

An investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; an investment adviser relying on the exemption from registering with the SEC under section 203(l) or (m) of the Investment Advisers Act of 1940; or

_____________

Category 12.

A “family office,” as defined in Rule 202(a)(11)(G)-1 under the United States Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) with assets under management in excess of $5,000,000, (ii) that is not formed for the specific purpose of acquiring the securities offered, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; or

_____________

Category 13.

A “family client,” as defined in Rule 202(a)(11)(G)-1 under the United States Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in Category 12 above and whose prospective investment in the issuer is directed by such family office pursuant to (iii)  of Category 12 above.

(k)

The Subscriber has not purchased the Units as a result of any form of general solicitation or general advertising (as those terms are used in Regulation D under the U.S. Securities Act), including advertisements, articles, press releases, notices or other communications published in any newspaper, magazine or similar media or on the Internet, or broadcast over radio, television, the Internet or other form of telecommunications, including electronic display, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

(l)	If the Subscriber decides to offer, sell, pledge or otherwise transfer any of the Securities comprising the Units, it will not offer, sell, pledge or otherwise transfer any of such Securities, directly or indirectly, unless:

(ii)

the sale is made outside the United States in an “offshore transaction” meeting the requirements of Rule 904 of Regulation S under the U.S. Securities Act, if applicable, and in compliance with applicable local laws and regulations;

(iii)

the sale is made pursuant to the exemption from the registration requirements under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in accordance with any applicable state securities or “blue sky” laws; or

(iv)

the securities are sold in a transaction that does not require registration under the U.S. Securities Act or any applicable state laws and regulations governing the offer and sale of securities,

(m)

The certificates representing the Securities comprising the Units, as well as all certificates issued in exchange for or in substitution of the foregoing, until such time as is no longer required under the applicable requirements of the U.S. Securities Act or applicable state securities laws, will bear, on the face of such certificate, the following legends:

(n)	It understands and acknowledges that the Corporation is not obligated to remain a “foreign issuer”.

(o)

It understands and agrees that there may be material tax consequences to the Subscriber of an acquisition or disposition of the Securities comprising the Units. The Corporation gives no opinion and makes no representation with respect to the tax consequences to the Subscriber under United States, state, local or foreign tax law of the undersigned’s acquisition or disposition of such Securities; in particular, no determination has been made whether the Corporation will be a “passive foreign investment company” (commonly known as a “PFIC”) within the meaning of Section 1297 of the United States Internal Revenue Code.

(p)

It understands and agrees that the financial statements of the Corporation have been prepared in accordance with International Financial Reporting Standards and therefore may be materially different from financial statements prepared under U.S. generally accepted accounting principles and therefore may not be comparable to financial statements of United States companies.

(q)	It consents to the Corporation making a notation on its records or giving instructions to any transfer agent of the Corporation in order to implement the restrictions on transfer set forth and described in this certification and the Subscription Agreement.

(r)

It understands and acknowledges that the Corporation has no obligation or present intention of filing with the United States Securities and Exchange Commission or with any state securities administrator any registration statement in respect of resales of the Securities comprising the Units in the United States.

(s)

It represents that the funds representing the Aggregate Subscription Price for the Units which will be advanced by the Subscriber to the Corporation hereunder will not represent proceeds of crime for the purposes of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “PATRIOT Act”) and the Subscriber acknowledges that the Corporation may in the future be required by law to disclose the Subscriber’s name and other information relating to the subscription agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PATRIOT Act. No portion of the Aggregate Subscription Price to be provided by the Subscriber (i) has been or will be derived from or related to any activity that is deemed criminal under the laws of the United States of America, or any other jurisdiction, or (ii) is being tendered on behalf of a person or entity who has not been identified to or by the Subscriber, and it shall promptly notify the Corporation if the Subscriber discovers that any of such representations ceases to be true and provide the Corporation with appropriate information in connection therewith.

(t)

It understands that the investment in or holding, acquisition, exercise or disposition, as applicable, of the Units may have tax consequences under the laws of the United States and Canada and that it is the sole responsibility of the purchaser to determine and assess such tax consequences as may apply to its particular circumstances.

(u)

It acknowledges that it has obtained independent legal, income tax and investment advice with respect to its subscription for the Units and accordingly, has had an opportunity to acquire an understanding of the meanings of all terms contained herein relevant to the purchaser for purpose of giving the representations, warranties and covenants contained herein.

(v)

(i) if the Corporation is ever deemed to be, or to have been at any time previously, an issuer with no or nominal operations and no or nominal assets other than cash and cash equivalents, Rule 144 under the U.S. Securities Act may not be available for re-sales of the Units, and (ii) the Corporation is not obligated to take, and has no present intention of taking, any action to make Rule 144 under the U.S. Securities Act (or any other exemption) available for re-sales of the Units.

(w)

It acknowledges that the representations, warranties and covenants contained in this Certification are made by it with the intent that they may be relied upon by the Corporation in determining its eligibility or the eligibility of others on whose behalf it is contracting thereunder to purchase Units. It agrees that by accepting the Securities comprising the Units it shall be representing and warranting that the representations and warranties above are true as at the Closing Date with the same force and effect as if they had been made by it at the Closing Date and that they shall survive the purchase by it of the Securities comprising the Units and shall continue in full force and effect notwithstanding any subsequent disposition by it of such Securities.

	X
	Signature of individual (if Subscriber is an individual)
	X
	Authorized signatory (if Subscriber is not an individual)
	Name of Subscriber (please print)
	Name of authorized signatory (please print)
	Official capacity of authorized signatory (please print)