Security Devices International Inc. (Form: S-1, Received: 03/28/2018 17:17:45)

As filed with the Securities and Exchange Commission on March 28, 2018

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

SECURITY DEVICES INTERNATIONAL INC.
(Exact name of registrant as specified in charter)

Delaware	3690	77-1050654
(State or other jurisdiction of	( Primary Standard	(I.R.S. Employer Identification No.)
incorporation or organization)	Industrial Classification
	Code Number)

107 Audubon Road, Suite 201
Wakefield, MA 01880
(978) 868-5011
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Dean Thrasher, Chief Executive Officer
107 Audubon Road, Bldg 2, Suite 201
Wakefield, MA 01880
(905) 582-6402
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications to:

David S. Hirsch, Esq.
Hinckley, Allen & Snyder LLP
100 Westminster Street, Suite 1500
Providence, RI 02903
(401) 277-9600

Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: [x]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]		Accelerated filer [ ]
Non-accelerated filer [ ]	(Do not check if a smaller reporting company)	Smaller reporting company [x]
		Emerging growth company [ ]

CALCULATION OF REGISTRATION FEE

Title of each class of	Amount		Proposed maximum		Proposed maximum		Amount of
securities to be registered	To be		offering price		aggregate		registration
	Registered		per share (2)		offering price		fee (3)
	(1)
Common Stock, par value $0.001 per share	35,783,612	$	0.16	$	5,725,377.92	$	712.81
Common Stock, par value $0.001 per share, underlying common stock purchase warrants	17,891, 806	$	0.16	$	2,862,688.96	$	356.40
Common Stock, par value $0.001 per share, underlying common stock “agent” warrants	572,354	$	0.16	$	91,576.64	$	11.40

(1)	There are being registered pursuant to this registration statement such shares of common stock as may be offered from time to time pursuant to the prospectus contained in the registration statement. The securities registered hereunder may be sold separately, together or as units. These contracts would be issued together with securities registered hereunder.

(2)	Estimated solely for the purpose of calculating the registration fee. Calculated pursuant to Rule 457(c) and (h)(1) of the regulations under the Securities Act of 1933, as amended (the “Securities Act”) based on the average of the high and low sale prices of the registrant’s common stock on the OTCQB Venture Market on March 26, 2018.

(3)	Calculated pursuant to Rule 457(o) of the regulations under the Securities Act of 1933.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

PROSPECTUS

SECURITY DEVICES INTERNATIONAL INC.

Common Stock

By means of this prospectus, a number of the shareholders and warrant holders of Security Devices International Inc. (“we,” “our,” “us,” “SDI” or the “Company”) are offering to sell up to:

	•	35,783,612 shares of the Company’s common stock, par value $0.001 per share (“Unit Shares”) issued in connection with a private placement transaction completed on November 28, 2017 (the “Private Placement”) for the sale of 35,783,612 units (the “Units”) at $0.106 per Unit, for gross proceeds of $3,793,063;

	•	17,891,806 shares of the Company’s common stock, par value $0.001 per share (the “Unit Warrant Shares”) issuable upon exercise of the Company’s warrants issued in connection with the Private Placement (the “Unit Warrants”); and

	•	572,354 shares of the Company’s common stock, par value $0.001 per share (the “Agent Warrant Shares” and collectively with the Unit Warrant Shares, the “Warrant Shares”) issuable upon exercise of the Company’s warrants issued to J Streicher Capital, LLC, a placement agent (the “Agent”) in connection with the Private Placement (the “Agent Warrants” and collectively with the Unit Warrants, the “Warrants”).

For purposes of this prospectus, the Units Shares and the Warrant Shares are collectively referred to as the “Shares”. Although we will receive proceeds if any of the Warrants are exercised, we will not receive any proceeds from the sale of the Shares by the selling shareholders. Any proceeds received from the exercise of Warrants will be used for general corporate purposes. We will pay for the expenses of this offering which are estimated to be $14,161.

The selling shareholders may sell Shares offered by this prospectus from time to time on terms to be determined at the time of sale through ordinary brokerage transactions or through any other means described in this prospectus under the caption “Plan of Distribution.” The Shares may be sold at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market price or at negotiated prices.

SDI’s common stock is listed on the OTCQB Venture Market under the symbol “SDEV” and is also listed in Canada on the TSX Venture Exchange (“TSXV”) under the symbol “SDZ.V”. On March 26, 2018, the closing price for our common stock was $0.16 on the OTCQB Venture Market and CAD $0.195 on the TSXV. As of March 28, 2018, SDI had 93,861,054 outstanding shares of common stock.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. FOR A DESCRIPTION OF CERTAIN IMPORTANT FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS, SEE “RISK FACTORS” BEGINNING ON PAGE 25 OF OUR ANNUAL REPORT ON FORM 10-K FOR OUR FISCAL YEAR ENDED NOVEMBER 30, 2017 (THE “FISCAL 2017 10-K”), WHICH IS INCORPORATED HEREIN BY REFERENCE.

The date of this prospectus is , 2018.

TABLE OF CONTENTS

	Page

PROSPECTUS SUMMARY	4
INCORPORATION OF DOCUMENTS BY REFERENCE	6
FORWARD-LOOKING STATEMENTS	8
DILUTION	8
DESCRIPTION OF COMMON STOCK	8
LEGAL MATTERS	9
EXPERTS	9
SELLING SHAREHOLDERS	10
PLAN OF DISTRIBUTION	13
AVAILABLE INFORMATION	15

PROSPECTUS SUMMARY

This summary highlights certain information about us, this offering and information appearing elsewhere in this prospectus and in the documents we incorporate by reference. This summary is not complete and does not contain all of the information that you should consider before investing in our securities. To fully understand this offering and its consequences to you should read this entire prospectus carefully, including the documents incorporated by reference in this prospectus before making an investment decision.

Our Company

SDI is a Delaware corporation incorporated on March 1, 2005. The Company develops and manufactures innovative, less lethal munitions and equipment that the Company believes are safe, effective and reliable. For a discussion of our business, see Part I, Item 1, “Business” in the Fiscal 2017 10-K, which is incorporated by reference in this prospectus.

Our principal office is located at 107 Audubon Road, Bldg 2, Suite 201, Wakefield, MA 01880. Our telephone number is (978) 868-5011 and our web site is www.securitydii.com . The information contained in, and that which can be accessed through, our website is not incorporated into and does not form a part of this prospectus.

Our common stock is listed on the OTCQB Venture Market under the symbol “SDEV” and is also listed in Canada on the TSXV under the symbol “SDZ.V”. As of March 28, 2018, we had 93,861,054 outstanding shares of common stock. This number excludes 25,170,827 shares that may be issued upon the exercise of outstanding options and warrants, including the Warrant Shares.

We filed the registration statement on Form S-1, of which this prospectus is a part, to fulfill our obligation under the Registration Rights Agreement entered into between the Company and the various purchasers in the Private Placement. We agreed to file the registration statement no later than March 28, 2018 and to use commercially reasonable efforts to cause such registration statement to become effective 150 days following the date the registration statement is filed with the SEC, and to keep such registration statement effective for a period of one year or for such shorter period ending on the earlier to occur of (i) the date as of which all of the selling shareholders may sell all of the securities registered under this registration statement without restriction pursuant to Rule 144 under the Securities Act (or any successor rule thereto) or (ii) the date when all of the securities registered hereunder shall have been sold.

The Offering

By means of this prospectus a number of persons are offering to sell up to:

	•	35,783,612 shares of the Company’s common stock, par value $0.001 per share (“Unit Shares”) issued in connection with a private placement transaction completed on November 28, 2017 (the “Private Placement”) for the sale of 35,783,612 units (the “Units”) at $0.106 per Unit, for gross proceeds of $3,793,063;

	•	17,891,806 shares of the Company’s common stock, par value $0.001 per share (the “Unit Warrant Shares”) issuable upon exercise of the Company’s warrants issued in connection with the Private Placement (the “Unit Warrants”); and

	•	572,354 shares of the Company’s common stock, par value $0.001 per share (the “Agent Warrant Shares” and collectively with the Unit Warrant Shares, the “Warrant Shares”) issuable upon exercise of the Company’s warrants issued to J Streicher Capital, LLC, a placement agent (the “Agent”) in connection with the Private Placement (the “Agent Warrants” and collectively with the Unit Warrants, the “Warrants”).

For purposes of this prospectus, the Unit Shares and the Warrant Shares are collectively referred to as the “Shares”. Although we will receive proceeds if any of the Warrants are exercised, we will not receive any proceeds from the sale of the Shares by the selling shareholders. Any proceeds received from the exercise of Warrants will be used for general corporate purposes. We will pay for the expenses of this offering which are estimated to be $14,161.

The purchase of the securities offered by this prospectus involves a high degree of risk. Risk factors include our history of losses and our need for additional capital. For a description of certain important factors that should be considered by prospective investors, see “Risk Factors” beginning on page 25 of the Fiscal 2017 10-K which is incorporated herein by reference.

INCORPORATION OF DOCUMENTS BY REFERENCE

We incorporate by reference the filed documents listed below, except as superseded, supplemented or modified by this prospectus, and any future filings, other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items, we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering which is the subject of this prospectus. Information in such future filings updates and supplements the information provided in this prospectus.

	•	our Annual Report on Form 10-K for the fiscal year ended November 30, 2017, as amended by Amendment No. 1 on Form 10-K/A; and

	•	our Current Reports on Form 8-K filed with the SEC on December 4, 2017, December 22, 2017 and March 8, 2018.

		The documents incorporated by reference contain important information concerning:

	•	our Business;

	•	Risk Factors relating to an investment in our securities;

	•	our Controls and Procedures;

	•	Directors, Executive Officers, Promoters and Control Persons

	•	Executive Compensation;

	•	Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters;

	•	our Financial Statements and our Management’s Discussion and Analysis of Financial Condition and Plan of Operation; and

	•	our Legal Proceedings.

We will provide, without charge, to each person to whom a copy of this prospectus is delivered, including any beneficial owner, upon the written or oral request of such person, a copy of any or all of the documents incorporated by reference above, including exhibits. Requests should be directed to:

Security Devices International Inc.
107 Audubon Road, Bldg 2, Suite 201
Wakefield, MA 01880
(978) 868-5011
dthrasher@securitydii.com

The documents incorporated by reference may be accessed at our website: www.securitydii.com .

FORWARD-LOOKING STATEMENTS

This prospectus and the documents that are incorporated by reference into this prospectus contain or incorporate by reference “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended, that may be identified by the use of words like “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “project,” “consider,” “predict,” “potential,” “feel,” or other comparable terminology. Forward-looking statements reflect our good-faith evaluation of information available at the time the forward-looking statements were made. However, such statements are dependent on and, therefore, can be influenced by a number of external variables over which we have little or no control. For a discussion of significant risk factors applicable to us, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Plan of Operation”, including the Section captioned “Risk Factors” therein, in the Fiscal 2017 10-K, which is incorporated by reference in this prospectus. Forward-looking statements are not, and should not be relied upon as, a guarantee of future performance or results, nor will they necessarily prove to be accurate indications of the times at or by which any such performance or results will be achieved. As a result, actual outcomes and results may differ materially from those expressed in forward-looking statements. We undertake no obligation to update or revise forward-looking statements.

DILUTION

The Company does not have adequate revenue to fund all of its operational needs and may require additional financing to continue its operations if it is unable to generate substantial revenue growth. There can be no assurance that such financing will be available at all or on favorable terms. Failure to generate substantial revenue growth could result in delay or indefinite postponement of the Company’s deployment of its products, and may result in the Company looking to obtain such additional financing, resulting in possible dilution. Any such financing will dilute the ownership interest of the Company’s shareholders at the time of the financing, and may dilute the value of their shareholdings.

DESCRIPTION OF COMMON STOCK

We are authorized to issue 200,000,000 shares of common stock. Holders of our common stock are each entitled to cast one vote for each share held of record on all matters presented to the shareholders.

Holders of our common stock are entitled to receive such dividends as may be declared by our Board of Directors out of funds legally available and, in the event of liquidation, to share pro rata in any distribution of our assets after payment of liabilities. Our Board of Directors is not obligated to declare a dividend. It is not anticipated that dividends will be paid in the foreseeable future.

Holders of our common stock do not have preemptive rights to subscribe to additional shares if issued. There are no conversion, redemption, sinking fund or similar provisions regarding the common stock. All outstanding shares of common stock are fully paid and non-assessable.

LEGAL MATTERS

The validity of the securities offered in this prospectus will be passed upon for the selling shareholders by Hinckley, Allen & Snyder LLP.

EXPERTS

The consolidated financial statements incorporated in this prospectus by reference to the Company’s Annual Report on Form 10-K have been audited by UHY McGovern Hurley LLP (with respect to the Company’s fiscal year ended November 30, 2017) and Schwartz Levitsky Feldman LLP (with respect to the Company’s fiscal year ended November 30, 2016), each an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

SELLING SHAREHOLDERS

The persons listed in the following table plan to offer the Shares shown opposite their respective names by means of this prospectus. The owners of the Shares are referred to as the “selling shareholders”. The selling shareholders acquired their Shares in the Private Placement, as described below.

We will not receive any proceeds from the sale of the Shares by the selling shareholders. We will pay all costs of registering the Shares offered by the selling shareholders. These costs, based upon the time related to preparing this section of the prospectus, are estimated to be $14,161. The selling shareholders will pay all sales commissions and other costs of the sale of the Shares offered by them.

On November 28, 2017, the Company completed a private placement (the “Private Placement”) for the sale of 35,783,612 units (the “Units”) at $0.106 per Unit, for gross proceeds of $3,793,063. Each Unit consists of one (1) share of common stock and one-half (1/2) of one Unit Warrant. Each Unit Warrant is exercisable into one Unit Warrant Share or before November 28, 2022 at an exercise price of $0.18. If the average closing price of the Company’s common stock is over $0.36 per share for a period of 20 consecutive trading days ending after November 28, 2019, the Company may give notice to the registered holders of the Unit Warrants accelerating the expiry date to a date not less than 30 days following the date of such notice.

In connection with the Private Placement, the Company paid J Streicher Capital, LLC, a placement agent (the “Agent”), $60,669 in cash commission and issued to the Agent 572,354 agent warrants (the “Agent Warrants”). Each Agent Warrant is exercisable into one share of common stock on or before November 28, 2022 at an exercise price of $0.15. If the average closing price of the Company’s common stock is over $0.30 per share for a period of 20 consecutive trading days ending after November 28, 2019, the Company may give notice to the registered holders of the Agent Warrants accelerating the expiry date to a date not less than 30 days following the date of such notice.

Name of Investor	Common Stock prior to offering (1)	Warrant Shares (2)	Shares to be sold in this offering	Common Stock ownership after offering (3)	Percentage ownership after offering (4)
Arthur Cohen	6,551,512	1,381,817	4,145,451	3,787,878	3.37%
Joseph Healey	6,551,512	1,381,817	4,145,451	3,787,878	3.37%
Pierre F. Lapeyre Jr.	6,146,550	3,073,275	9,219,825	0	0.00%
Alan and Amy Meltzer Family Foundation	2,048,850	1,024,425	3,073,275	0	0.00%
Alan L. Meltzer 2012 GRAT	4,097,695	2,048,850	6,146,550	0	0.00%
Northeast Industrial Partners, LLC (5)	3,720,334	552,727	1,658,181	2,614,880	2.33%
REF Securities & Co. LP	4,915,909	967,272	2,901,816	2,981,365	2.65%
Doug Lipton and Lucia Smith JTWROS	2,100,454	552,727	1,658,181	995,000	0.89%
Vladimir Kitaygorodsky	902,364	138,182	414,545	626,001	0.56%
Donald A. Levantin (6)	885,312	377,756	1,133,268	129,800	0.12%
Keith Morrison	570,810	190,846	572,537	189,119	0.17%
Ganz 1997 Trust	471,698	235,849	707,547	0	0.00%
Judith L. Ganz Trust UA 04-23-2015	471,698	235,849	707,547	0	0.00%
Fidelity Management Trust Company FBO Paul Jensen (7)	943,396	471,698	1,415,094	0	0.00%
Geoffrey S. Bradshaw- Mack	1,886,792	943,396	2,830,188	0	0.00%
John M. Kern and Susan P. Kern	472,000	236,000	708,000	0	0.00%
Douglas L. Newhouse	943,396	471,698	1,415,094	0	0.00%
Colin J. Markley and Nancy S. Markley Family Trust DTD 12/14/93	2,358,490	1,179,245	3,537,736	0	0.00%
Natgun Partners	943,396	471,698	1,415,094	0	0.00%
Trade Winds Financial, LLC	471,698	235,849	707,547	0	0.00%
Michael H. Glick and Susan Glick	471,698	235,849	707,547	0	0.00%
Keith Abell	235,850	117,925	353,774	0	0.00%
Daniel Aron	471,698	235,849	707,547	0	0.00%
Ethel S. Levantin	235,850	117,925	353,774	0	0.00%
Jeffrey William Benton	235,000	117,500	352,500	0	0.00%
LegendCap Opportunity Fund LLC	330,000	165,000	495,000	0	0.00%
David S. Nagelberg 2003 Revocable Trust	471,000	235,500	706,500	0	0.00%
Matthew Hayden	235,850	117,925	353,774	0	0.00%
Jeff Kobylarz	283,020	141,510	424,529	0	0.00%

Name of Investor	Shares Owned prior to offering (1)	Warrants Issued (2)	Shares to be sold in this offering	Share ownership after offering (3)	Percentage ownership after offering (4)
Intracoastal Capital, LLC	471,698	235,849	707,547	0	0.00%
J Streicher Capital, LLC	0	572,354	572,354	0	0.00%

(1)	Includes Shares of Common Stock issuable under warrants and options exercisable within 60 days excluding Warrents issued in the Private Placement.
(2)	Includes only Shares of Common Stock issuable under Warrents issued in the Private Placement.
(3)	Assumes full exercise of Warrants.
(4)	Based on 93,861,054 outstanding shares of common stock as of March 28, 2018 and assumes sale of all Shares offered by this prospectus.
(5)	Bryan Ganz, the Chairman of the Board of the Company, owns and controls Northeast Industrial Partners, LLC.
(6)	Donald A. Levantin serves as a director on the Company’s Board. Includes Shares of Common Stock issuable under 99,667 options held by Donald A. Levantin.
(7)	Paul Jensen is the President and Chief Operating Officer of the Company.

The controlling persons of the non-individual selling shareholders are:

Name of Shareholder	Controlling Person

Alan and Amy Meltzer Family Foundation	Alan and Amy Meltzer
Alan L. Meltzer 2012 GRAT	Alan Meltzer
Northeast Industrial Partners, LLC	Bryan Ganz
REF Securities & Co. LP	Rodd Friedman
Judith L. Ganz Trust UA 04-23-2015	Judith Ganz
LegendCap Opportunity Fund LLC	Evan Greenberg
Intracoastal Capital, LLC	Keith Goodman
Natgun Partners	Charles E. Crowley
Trade Winds Financial, LLC	John C. Howe
Doug Lipton and Lucia Smith JTWROS	Doug Lipton and Lucia Smith
Ganz 1997 Trust	Neil Ganz
Colin J. Markley and Nancy S. Markley Family Trust DTD	Colin Markley
12/14/93
David S. Nagelberg 2003 Revocable Trust	David Nagelberg
Fidelity Management Trust Company FBO Paul Jensen	Paul Jensen

Donald Levantin and Bryan Ganz are each one of our directors. Bryan Ganz is (i) related to Neil Ganz (the Controlling Person of the Ganz 1997 Trust), (ii) related to Judith Ganz (the Controlling Person of the Judith L. Ganz Trust UA 04-23-2015), and (iii) owns and controls Northeast Industrial Partners, LLC. Donald Levantin is related to Ethel Levantin. Paul Jensen is one of our officers. With the exception of the foregoing individuals, no selling shareholder has, or had, any material relationship with us or our officers or directors.

To our knowledge, no selling shareholder except Doug Lipton, Rod Friedman and the Agent is affiliated with a securities broker.

PLAN OF DISTRIBUTION

The selling shareholders, including their transferees, donees, pledgees, assignees and successors-in-interest, may sell, transfer or otherwise dispose of any or all of the Shares offered by this prospectus from time to time on the TSXV, the OTC Bulletin Board or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market price or at negotiated prices. The selling shareholders may use any one or more of the following methods when selling shares:

	•	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

	•	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

	•	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

	•	an exchange distribution in accordance with the rules of the applicable exchange;

	•	privately negotiated transactions;

	•	broker-dealers may agree with the selling shareholder to sell a specified number of such shares at a stipulated price per share;

	•	a combination of any such methods of sale;

	•	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; or

	•	any other method permitted pursuant to applicable law.

In completing sales, brokers or dealers engaged by the selling shareholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions or discounts from selling shareholders in amounts to be negotiated. As to any particular broker-dealer, this compensation might be in excess of customary commissions. Neither we nor the selling shareholders can presently estimate the amount of such compensation.

The selling shareholders and any broker-dealers who act in connection with the sale of their securities may be deemed to be “underwriters” within the meaning of §2(11) of the Securities Act of 1933, as amended (the “Securities Act”), and any commissions received by them and any profit on any resale of the securities as principal might be deemed to be underwriting discounts and commissions under the Securities Act.

If any selling shareholder enters into an agreement to sell his or her securities to a broker-dealer as principal, and the broker-dealer is acting as an underwriter, we will file a post-effective amendment to the registration statement, of which this prospectus is a part, identifying the broker-dealer, providing required information concerning the plan of distribution, and otherwise revising the disclosures in this prospectus as needed. We will also file the agreement between the selling shareholder and the broker-dealer as an exhibit to the post-effective amendment to the registration statement.

The selling shareholders may also sell their shares pursuant to Rule 144 under the Securities Act.

We agreed to file the registration statement no later than March 28, 2018 and to use commercially reasonable efforts to cause such registration statement to become effective 150 days following the date the registration statement is filed with the SEC, and to keep such registration statement effective for a period of one year or for such shorter period ending on the earlier to occur of (i) the date as of which all of the selling shareholders may sell all of the securities registered under this registration statement without restriction pursuant to Rule 144 under the Securities Act (or any successor rule thereto) or (ii) the date when all of the securities registered hereunder shall have been sold.

We have advised the selling shareholders that they, and any securities broker-dealers or others who sell the Shares on behalf of the selling shareholders, may be deemed to be statutory underwriters and will be subject to the prospectus delivery requirements under the Securities Act. We have also advised each selling shareholder that in the event of a “distribution” of the securities owned by the selling shareholder, the selling shareholder, any “affiliated purchasers”, and any broker-dealer or other person who participates in the distribution may be subject to Rule 102 of Regulation M under the Securities Exchange Act of 1934, as amended (“1934 Act”) until their participation in that distribution is completed. Rule 102 makes it unlawful for any person who is participating in a distribution to bid for or purchase securities of the same class as is the subject of the distribution. A “distribution” is defined in Rule 102 as an offering of securities “that is distinguished from ordinary trading transactions by the magnitude of the offering and the presence of special selling efforts and selling methods”. We have also advised the selling shareholders that Rule 101 of Regulation M under the 1934 Act prohibits any “stabilizing bid” or “stabilizing purchase” for the purpose of pegging, fixing or stabilizing the price of the Shares in connection with this offering.

AVAILABLE INFORMATION

We have filed with the SEC a Registration Statement on Form S-1 (together with all amendments and exhibits) under the Securities Act with respect to the securities offered by this prospectus. This prospectus does not contain all of the information in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information, reference is made to the Registration Statement which may be read and copied at the Commission’s Public Reference Room.

We are subject to the requirements of the l934 Act and are required to file reports and other information with the SEC. Copies of any such reports and other information (which includes our financial statements) filed by us can be read and copied at the SEC’s Public Reference Room.

The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Public Reference Room is located at 100 F. Street, N.E., Washington, D.C. 20549.

Our Registration Statement and all reports and other information we file with the SEC are available at www.sec.gov, the website of the SEC.

No dealer, salesperson or other person has been authorized to give any information or to make any representation not contained in this prospectus, and if given or made, such information or representations must not be relied upon as having been authorized by the Company. This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities offered in any jurisdiction to any person to whom it is unlawful to make an offer by means of this prospectus. The information contained in this prospectus is accurate only as of the date of this prospectus, even though this prospectus may be delivered or shares may be sold under this prospectus on a later date.

PART II
Information Not Required in Prospectus

Item 13.
Other Expenses of Issuance and Distribution .

The following table shows the costs and expenses payable by the Company in connection with this registration statement.

SEC Filing Fee	$	1,081
Legal Fees and Expenses		11,000
Accounting Fees and Expenses		1,100
Miscellaneous Expenses		1,000
TOTAL	$	14,161

All expenses other than the SEC filing fee are estimated.

Item 14.
Indemnification of Officers and Directors

Section 145 of the Delaware General Corporation Law, or the DGCL, authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act.

The Company’s articles of incorporation provide that a director of the corporation shall not be personally liable to the Company or its shareholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived any improper personal benefit.

The Company’s bylaws provide that the Company shall indemnify its directors or officers, or former directors or officers, or any person who may have served at the Company’s request as a director or officer of another corporation in which the Company owns shares of capital stock or of which the Company is a creditor and the personal representatives of all such persons, against expenses actually and necessarily incurred in connection with the defense of any action, suit, or proceeding in which they, or any of them, were made parties, or a party, by reason of being or having been directors or officers or a director or officer of the Company, or of such other corporation, except in relation to matters as to which any such director or officer or person shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of any duty owed to the Company. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled by law, under any agreement, vote of shareholders, or otherwise.

Item 15.
Recent Sales of Unregistered Securities.

	Note Reference

On August 18, 2016, the board of directors granted options to a consultant to acquire a total of 25,000 common shares. These options were issued at an exercise price of $0.11 per share and vest immediately with an expiry term of five years.	B

On September 13, 2016, the Company issued 488,851 shares of common stock to Northeast Industrial Partners, LLC ("Northeast") at a deemed price of CAD $0.1322 per share. The Shares were the first installment to be paid by the Company to Northeast under a consulting agreement between the Company and Northeast.	B

On October 20, 2016, the board of directors granted options to a new director to acquire a total of 350,000 common shares. These options were issued at an exercise price of $0.08 per share and vest immediately with an expiry term of five years.	B

On December 7, 2016, the Company and its wholly-owned subsidiary, Security Devices International Canada Corp., entered into a Trust Indenture with TSX Trust Company, providing for the issuance of up to CAD $1,550,000 of the Company's Series B Convertible Secured Debentures, convertible into shares of the Company's common stock.	C

On December 7, 2016, the Company issued $1,500,000 of 10% senior secured convertible notes, convertible into shares of the Company's common stock, in a private placement.	A

On January 13, 2017, the Company issued 589,414 shares of common stock to Northeast at a deemed price of CAD $0.1142 per share. The Shares were the second installment to be paid by the Company to Northeast under a consulting agreement between the Company and Northeast.	B

On March 9, 2017, the Company issued 503,251 shares of common stock to Northeast at a deemed price of CAD $0.13 per share. The Shares were the third installment to be paid by the Company to Northeast under a consulting agreement between the Company and Northeast.	B

On March 27, 2017, the Company granted options to Dean Thrasher, the Company’s chief executive officer, to acquire a total of 1,150,000 common shares. These options were issued at an exercise price of $0.10 per share and vest thirty-three and one-third percent every six months commencing January 1, 2017, with an expiry term of five years.	B

On May 26, 2017, the Company granted 895,000 options to directors and 75,000 options to a consultant to acquire a total of 970,000 common shares. These options were issued at an exercise price of $0.15 per share and vest immediately with an expiry term of five years.	B

On May 26, 2017, the Company issued 534,941 shares of common stock to Northeast at a deemed price of CAD $0.1275 per share. The Shares were the fourth and final installment to be paid by the Company to Northeast under a certain consulting agreement between the Company and Northeast.	B

On June 19, 2017, the Company granted options to an employee to acquire a total of 150,000 common shares. These options were issued at an exercise price of $0.15 per share and vest immediately with an expiry term of five years.	B

On August 10, 2017, the Company granted options to a new director to acquire a total of 96,667 common shares. These options were issued at an exercise price of $0.16 per share and vest immediately with an expiry term of five years.	B

On September 11, 2017, the Company issued 498,423 shares of common stock to Northeast at a deemed price of CAD $0.1599 per share. The Shares were the first installment to be paid by the Company to Northeast under a certain extended consulting agreement between the Company and Northeast.	B

On November 28, 2017, the Company sold 35,783,612 units to certain private investors, for gross proceeds of $3,793,063. Each unit consists of one share of common stock and one-half (1/2) of one common share purchase warrant. Each whole warrant is exercisable on or before November 28, 2022 at an exercise price of $0.18.	A

On November 28, 2017, the Company issued to J Streicher Capital, LLC, the placement agent in connection with the Private Placement, 572,354 Agent Warrants. Each Agent Warrant is exercisable into one share of common stock on or before November 28, 2022 at an exercise price of $0.15. If the average closing price of the Company’s common stock is over $0.30 per share for a period of 20 consecutive trading days ending after November 28, 2019, the Company may give notice to the registered holders of the Agent Warrants accelerating the expiry date to a date not less than 30 days following the date of such notice.	A

On March 7, 2018, the Company issued 507,550 shares of common stock to Northeast at a deemed price of CAD $0.1584 per share. The Shares were the second installment to be paid by the Company to Northeast under an extended consulting agreement (the “Extension Consulting Agreement”) between the Company and Northeast.	B

On March 7, 2018, the Company issued 339,370 shares of common stock to Paul Jensen, the Company’s President and Chief Operating Officer, at a deemed price of CAD $0.1830 per share, to satisfy the payment of $50,000 due to Mr. Jensen in January 2018.	B

A. The Company relied upon the exemption provided by Rule 506 of the Securities and Exchange Commission with respect to the issuance of these securities. The persons who acquired these securities were sophisticated investors and were provided full information regarding the Company. There was no general solicitation in connection with the offer or sale of these securities. The persons who acquired these securities acquired them for their own accounts. The certificates representing these securities bear a restricted legend providing that they cannot be sold except pursuant to an effective registration statement or an exemption from registration.

B. The Company relied upon the exemption provided by Section 4(2) of the Securities Act of 1933, as amended with respect to the issuance of these securities. The persons who acquired these securities were sophisticated investors and were provided full information regarding the Company. There was no general solicitation in connection with the offer or sale of these securities. The persons who acquired these securities acquired them for their own accounts. The certificates representing these securities bear a restricted legend providing that they cannot be sold except pursuant to an effective registration statement or an exemption from registration.

C. The Company relied on Regulation S under the Securities Act of 1933, as amended with respect to the issuance of these securities.

Item 16.
Exhibits and Financial Statement Schedules

Exhibit
Number		Description
3.1		Certificate of Incorporation of the Company.

3.2*		Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company's registration statement on Form SB-2 filed on March 16, 2006).

4.1*		Trust Indenture dated December 7, 2016 by and among the Company, Security Devices International Canada Corp., and TSX Trust Company (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 13, 2016).

5.1		Opinion of Hinckley, Allen & Snyder LLP.

10.1		2017 Revised Stock Option Plan of the Company.

10.2†		Consulting Agreement dated June 15, 2016 between the Company and Northeast Industrial Partners, LLC, as amended by Extension Agreement to Consulting Agreement, dated May 1, 2017, between the Company and Northeast Industrial Partners, LLC.

10.3*		Securities Purchase Agreement dated December 7, 2016 by and among the Company, Northeast Industrial Partners, LLC, as collateral agent, and certain purchasers party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 13, 2016).

10.4†		Employment Agreement dated January 1, 2017 between the Company and Dean Thrasher

10.5		Manufacturing Supply Agreement dated August 11, 2017 between the Company and Micron Products, Inc.

10.6†		Employment Letter dated August 28, 2017 between the Company and Paul Jensen.

10.7		Registration Rights Agreement dated as of November 28, 2017 by and between the Company and the Selling Shareholders.

10.8		Subscription Agreement (form) dated as of November 28, 2017 by and between the Company and each Selling Shareholder with respect to the purchase and sale of the Units.

10.9		License and Supply Agreement dated as of May 1, 2017 between the Company and Safariland, LLC.

16.1*		Letter of Schwartz Levitsky Feldman LLP dated November 30, 2017 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on December 4, 2017).

16.2*		Letter of Schwartz Levitsky Feldman LLP dated November 30, 2017 (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on December 4, 2017).

16.3*		Letter of Schwartz Levitsky Feldman LLP dated December 1, 2017 (incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K filed on December 4, 2017).

21.1*		Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Company’s Annual report on Form 10-K filed on March 15, 2018).

23.1		Consent of Hinckley, Allen & Snyder LLP (included in Exhibit 5.1).

23.2		Consent of UHY McGovern Hurley LLP.

23.3		Consent of Schwartz Levitsky Feldman llp.

24		Powers of Attorney (included in signature page hereto).

* Previously filed and incorporated by reference herein.

† Management Contract

Item 17. Undertakings

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

	(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act;

	(ii)	To reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

	(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities that remain unsold at the termination of the offering.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser:

(i)

If the registrant is relying on Rule 430B:

	(A)	Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

	(B)	Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii)

If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

	(i)	Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

	(ii)	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

	(iii)	The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

	(iv)	Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Wakefield, Massachusetts on the 28 ^th day of March, 2018.

	SECURITY DEVICES INTERNATIONAL
	INC.


	By:	/s/ Dean Thrasher
		Dean Thrasher, Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Dean Thrasher and Paul Jensen, and each of them singly, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement of Security Devices International Inc., and any and all additional registration statements pursuant to Rule 462 of the Securities Act, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, and hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their, his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Paul Jensen	President and Chief Operating	March 28, 2018
Paul Jensen	Officer


/s/ Dean Thrasher	Chief Executive Officer	March 28, 2018
Dean Thrasher	and a Director


/s/ Rakesh Malhotra	Chief Financial Officer	March 28, 2018
Rakesh Malhotra

S-1

/s/ Bryan Ganz	Executive Chairman and	March 28, 2018
Bryan Ganz	a Director


/s/ Don Levantin	Director	March 28, 2018
Don Levantin


/s/ Karen Bowling	Director	March 28, 2018
Karen Bowling

S-2

EXHIBIT 3.1

CERTIFICATE OF INCORPORATION

Security Devices International Inc.

1. The name of the corporation is: Security Devices International Inc.

2. The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is: The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or promoted is: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

To manufacture, purchase or otherwise acquire, invest in, own, mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and deal with goods, wares and merchandise and personal property of every class and description.

To acquire, and pay for in cash, stock or bonds of this corporation or otherwise, the good will, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities or any person, firm, association or corporation.

To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage or otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trademarks and trade names, relating to or useful in connection with any business of the corporation.

To acquire by purchase, subscription or otherwise, and to receive, hold own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise dispose of or deal in and with any of the shares of the capital stock, or any voting trust certificates in respect of the shares of capital stock, scrip, warrants, rights, bonds, debentures, notes, trust receipts, and other securities, obligations, choses in action and evidence of indebtedness or interest issued or created by any corporations, joint stock companies, syndicates, associates, firms, trusts or persons, public or private, or by the government of the United State of America, or by any foreign government, or by any state, territory, province, municipality or other political subdivision or by any governmental agency, and as owner thereof to possess and exercise all the rights, powers and privileges of ownership, including the right to execute consents and vote thereon, and to do any and all acts and things necessary or advisable for the preservation, protection, improvement and enhancement in value thereof.

To borrow or raise money for any of the purposes of the corporation and, from time to time without limit as to amount, to draw, make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments and evidence of indebtedness, and to secure the payment of any thereof and of the interest thereon by mortgage upon or pledge, conveyance or assignment in trust of the whole or any part of the property of the corporation, whether at the time owned or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds or other obligations of the corporation for its corporate purposes.

To purchase, receive, take by grant, gift, devise, bequest or otherwise lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated, and to sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage or pledge, all or any of the corporation's property and assets, or any interest therein, wherever situated.

In general, to possess and exercise all the powers and privileges granted by the General Corporation Law of Delaware or by any other law of Delaware or by this Certificate of Incorporation together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the corporation.

The business and purposes specified in the foregoing clauses shall, except where otherwise expressed, be in nowise limited or restricted by reference to, or inference from, the terms of any other clause in this Certificate of Incorporation, but the business and purposes specified in each of the foregoing clauses of this article shall be regarded as independent business and purposes.

4. The total number of shares of stock which the corporation shall have authority to issued is: 10,000 common shares and the par value of each of such shares is: .01

5. The name and mailing address of each incorporator is as follow:

	Name	Mailing Address
	----	---------------

	Sheldon Kales	464 Old Orchard Grove
		Toronto, Ontario
		Canada M5M 2G4

The name and mailing address of each person who is to serve ad a director until the first annual meeting of the stockholders or until a successor is elected and qualified, is as follows:

	Name	Mailing Address
	----	---------------

	Sheldon Kales	464 Old Orchard Grove
		Toronto, Ontario
		Canada M5M 2G4

6. The corporation is to have perpetual existence.

7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

To make, alter or repeal the by-laws of the corporation.

To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created.

To designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The by-laws may provide that in the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, or in the by-laws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (ii) adopting, amending or repealing any bylaw of the corporation.

When and as authorized by the stockholders in accordance with law, to sell, lease or exchange all or substantially all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property including shares of stock in, and/or others ecurities of, any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the corporation.

8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall provide.

Meeting of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

9. The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

10. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 1st day of March, 2005.

/s/ Sheldon Kales

Sheldon Kales, Incorporator

SECURITY DEVICES INTERNATIONAL INC.

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

The Corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That at a meeting of the only Director of Security Devices International Inc. a resolution was duly adopted March 2, 2005 setting forth a proposed amendment of the Certificate of Incorporation of said corporation and declaring said amendment to be advisable.

The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered "4" so that, as amended, said Article shall be and read as follows:

4.A. The authorized capital stock of the Corporation shall consist of 50,000,000 shares of common stock, $0.001 par value, and 5,000,000 shares of preferred stock, $0.001 par value.

B. No share of the common stock shall have any preference over or limitation in respect to any other share of such common stock. All shares of common stock shall have equal rights and privileges.

C. Each outstanding share of common stock shall be entitled to one vote at stockholders' meetings, either in person or by proxy.

D. The preferred shares may be issued in one or more series. The designations, powers, rights, preferences, qualifications, restrictions and limitations of each series of the preferred stock shall be established from time to time by the Corporation's Board of Directors, in accordance with the Delaware Corporation Law.

E. Cumulative voting shall not be allowed in elections of directors or for any purpose.

F. No holders of shares of capital stock of the Corporation shall be entitled, as such, to any preemptive or preferential right to subscribe to any unissued stock or any other securities which the Corporation may now or hereafter be authorized to issue.

SECOND: As of March 2, 2005 this Corporation had not received any payment for any of its stock.

THIRD: As of March 2, 2005 this Corporation had only one Director.

FOURTH: That said amendment was duly adopted in accordance with the provisions of Section 241 of the General Corporation Law of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 2nd day of March, 2005.

By:	/s/ Sheldon Kales
	Authorized Officer

Title:	Director

Name:	Sheldon Kales

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

SECURITY DEVICES INTERNATIONAL INC.

_____________________________________

THE UNDERSIGNED Chief Executive Officer of SECURITY DEVICES INTERNATIONAL INC., a corporation organized under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

The certificate of incorporation of the Corporation is hereby amended by changing the paragraph “4.A” to read as follows:

“4.A” The authorized capital stock of the Corporation shall consist of 200,000,000 shares of common stock, $0.001 par value, and 5,000,000 shares of preferred stock, $0.001 par value.

This amendment was duly adopted by the board of directors in accordance with Section 242 of the Delaware General Corporation Law and approved by the written consent of the holders of a majority of the outstanding shares of the common stock of the Corporation in accordance with Sections 228 and 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, I have hereunto signed this certificate of amendment of the certificate of incorporation of the SECURITY DEVICES INTERNATIONAL INC., this 6 ^th day of October, 2017.

/s/ Dean Thrasher

Dean Thrasher, Chief Executive Officer

March 28, 2018

Security Devices International, Inc.
107 Audubon Road, Suite 201
Wakefield, MA 01880

Ladies and Gentlemen:

We have acted as counsel to Security Devices International Inc., a Delaware corporation (the “ Company ”), in connection with the preparation and filing of the registration statement on Form S-1 (the “ Registration Statement ”), to be filed by the Company with the Securities and Exchange Commission (the “ SEC ”) under the Securities Act of 1933, as amended (the “ Act ”). The Registration Statement covers the resale by certain persons and entities (the “ Selling Stockholders ”) of (i) up to 35,783,612 shares of the Company’s common stock, par value $0.001 per share (the “ Common Shares ”), (ii) up to 17,891,806 shares of the Company’s common stock, par value $0.001 per share (the “ General Warrant Shares ”), issuable upon the exercise of certain warrants (the “ General Warrants ”) issued by the Company, and (iii) up to 572,354 shares of the Company’s common stock, par value $0.001 per share (the “Agent Warrant Shares” and collectively with the Common Shares and the General Warrant Shares, the “ Shares ”), issuable upon the exercise of certain warrants (the “ Agent Warrants ”) issued by the Company pursuant to a private placement transaction completed on November 28, 2017.

In connection with our representation of the Company, and as a basis for the opinions hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “ Documents ”):

1. The Registration Statement and the related form of prospectus included therein, each substantially in the form in which it was transmitted to the SEC under the Act;

2. The Certificate of Incorporation of the Company, as amended (the “ Charter ”);

3. The Bylaws of the Company, as amended;

4. A certificate of Good Standing of the Company issued by the Secretary of State of the State of Delaware on March 27, 2018;

5. Resolutions adopted by the Board of Directors of the Company (the “ Board ”) relating to, among other matters, the registration, classification and issuance of the Shares (the “ Resolutions ”); and

6. Such other documents and matters as we have deemed necessary or appropriate to express the opinions set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinions set forth below, we have assumed the following:

A. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

B. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

C. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

D. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

E. Upon the issuance of any Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1. The Company is a corporation duly incorporated and validly existing under and by virtue of the laws of the State of Delaware and is in good standing.

2. The Common Shares have been validly issued and are fully paid and non-assessable. The General Warrant Shares will be validly issued, fully paid and non-assessable when the General Warrant Shares shall have been issued to the Selling Stockholders upon exercise of the General Warrants in accordance with their terms. The Agent Warrant Shares will be validly issued, fully paid and non-assessable when the Agent Warrant Shares shall have been issued to the Selling Stockholders upon exercise of the Agent Warrants in accordance with their terms.

Our opinions set forth herein are limited to general corporate laws of the State of Delaware (referred to as “ Opined on Law ”). We do not express any opinion with respect to the law of any jurisdiction other than Opined on Law or as to the effect of any such non-Opined on Law on the opinions herein stated.

The opinions expressed herein are limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinions expressed herein after the date hereof.

We hereby consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC promulgated thereunder. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

	Very truly yours,


	/s/ Hinckley, Allen & Snyder LLP

	Hinckley, Allen & Snyder LLP

EXHIBIT B

STOCK OPTION PLAN

WHEREAS SECURITY DEVICES INTERNATIONAL INC. (the “ Issuer ”) is a corporation subject to the laws of the State of Delaware;

AND WHEREAS the board of directors of the Issuer wishes to replace its existing stock option plan;

NOW THEREFORE a stock option plan of the Issuer (the “ Plan ”) is hereby established on the terms and conditions set out below:

1. Definitions

In this Plan, the following terms shall have the following meanings respectively:

“ Board ” has the meaning given to that term in Section 4.

“ Company ” means a corporation, incorporated association or organization, body corporate, partnership, trust, association or other entity other than an individual.

“ Eligible Person ” means:

so long as the Issuer is listed on the Exchange, a person to whom options may be granted under a stock option plan of the Issuer pursuant to Policy 4.4 of the Exchange; and

if the Issuer ceases to be listed on the Exchange, a person to whom options may be granted under section 2.24 of NI 45-106.

“ Exchange ” means the TSX Venture Exchange.

“ Expiry Date ” has the meaning given to that term in Section 9.

“ NI 45-106 ” means National Instrument 45-106 (Prospectus Exemptions) of the Canadian Securities Administrators.

“ Optionee ” means the recipient of a stock option granted by the Issuer.

“ person ” means an individual, corporation, incorporated association or organization, body corporate, partnership, trust, association or other entity.

“ Shares ” means shares of common stock in the capital of the Issuer.

2. Exchange Definitions

So long as the Issuer is listed on the Exchange, the following terms shall have the meaning assigned to them in the policies of the Exchange: “Consultant”, “Director”, “Employee”, “Investor Relations Activities”, “Insider” and “Management Company Employee”

3. Purpose

The purpose of this Plan is to advance the interests of the Issuer by encouraging Eligible Persons to acquire Shares, thereby increasing their proprietary interest in the Issuer, encouraging them to remain associated with the Issuer and furnishing them with additional incentive in their efforts on behalf of the Issuer.

4. Administration

The Plan shall be administered by the board of directors of the Issuer or by a committee of the board of directors given responsibility to administer the Plan (such committee or, if no such committee is appointed, the board of directors of the Issuer, is hereinafter referred to as the “ Board ”).

Subject to the provisions of this Plan, the Board shall have authority to construe and interpret this Plan and all options subject to this Plan, to prescribe, amend and rescind rules and regulations relating to this Plan and to make all other determinations necessary or advisable for the administration of this Plan. All determinations and interpretations made by the Board shall be binding and conclusive on all Eligible Persons and Optionees and on their legal personal representatives and beneficiaries.

5. Stock Exchange Requirements

All options which are granted under this Plan shall be subject to, and must comply with, the rules and policies of the stock exchange on which the Shares are listed and any other regulatory body having jurisdiction.

So long as the Shares are listed on the Exchange:

the aggregate number of options granted to any one Consultant in a 12 month period must not exceed 2% of the issued Shares, calculated at the date an option is granted to the Consultant;

the aggregate number of options granted to all persons retained to provide Investor Relations Activities must not exceed 2% of the issued Shares in any 12 month period, calculated at the date an option is granted to any such person;

disinterested shareholder approval will be obtained for any reduction in the exercise price of an option if the Optionee is an Insider of the Issuer at the time of the proposed amendment; and

for stock options granted to Employees, Consultants or Management Company Employees, the Issuer and the Optionee are responsible for ensuring and confirming that the Optionee is a bona fide Employee, Consultant or Management Company Employee, as the case may be.

6. Shares Offered under the Plan

Subject to adjustment as provided in Section 15,

options granted under this Plan shall entitle the Optionee to purchase Shares; and

the maximum number of Shares which may be reserved for issuance pursuant to the exercise of options which are subject to this Plan (the “ Plan Reserve ”) is 18,993,274; provided that, so long as the Company is listed on the Exchange, this maximum will be reduced to 20% of the issued and outstanding Shares on December 19, 2017.

If any options granted hereunder shall be cancelled or shall expire without being exercised, the unpurchased Shares subject to those options shall again be available for options granted under this Plan.

The Issuer shall at all times during the term of this Plan reserve and keep available such numbers of Shares as will be sufficient to satisfy the exercise of options subject to this Plan.

The Issuer had issued compensation warrants (the “ Warrants ”) to purchase 4,319,000 Shares at the time of its listing on the Exchange. Any holder of Warrants shall be entitled to exchange those Warrants for an option to purchase an equal number of Shares for the same price and expiring on the same date as the Warrants. Until Warrants are exchanged for options, the Plan Reserve shall be reduced by the number of Shares which may be purchased under those Warrants.

7. Eligibility and Participation

Options shall be granted only to Eligible Persons.

Subject to the terms of this Plan, the Board shall have full and final authority to determine the persons who are to be granted options under this Plan and the number of options granted to each such person, the terms and provisions of each option agreement, and the time or times at which options shall be granted, vested and expire.

8. Exercise Price

The exercise price of options shall be determined by the Board at the time the options are granted. That exercise price shall not be lower than the last closing price of the Shares on the stock exchange on which the Shares are listed prior to the grant of the option.

Once the exercise price has been determined by the Board and the options have been granted, the exercise price of the options may be reduced upon receipt of Board approval, provided that, so long as the Issuer is listed on the Exchange, in the case of options held by Insiders the exercise price of the options may be reduced only if disinterested shareholder approval is obtained in compliance with the policies of the Exchange.

9. Duration of Options

Each option shall remain in effect for such option period as is fixed by the Board and shall expire at 5:00 p.m. (Toronto time) on the last day of that period (the “ Expiry Date ”), subject to earlier termination as provided in this Plan. The maximum term of an option may not exceed 10 years from the date of grant (subject to extension where the Expiry Date falls within a Blackout Period, as provided for in Section 13).

10. Vesting and Exercise

Options may be subject to such vesting restrictions as are determined by the Board in its discretion; provided that, so long as the Shares are listed on the Exchange, options granted to persons retained to provide Investor Relations Activities must vest in stages over a period of not less than 12 months with no more than 1/4 of the options vesting in any three month period.

Subject to any vesting restrictions, options may be exercised in whole or in part at any time and from time to time prior to the expiry of those options.

Except as otherwise specifically permitted under this Plan, no option may be exercised unless the Optionee is at the time of such exercise an Eligible Person.

The exercise of any option shall be contingent upon receipt by the Issuer at its head office of (i) a written notice of exercise, specifying the number of options being exercised, and (ii) payment in cash of the full purchase price of the options being exercised under that notice of exercise.

11. Investor Relations

So long as the Shares are listed on the Exchange, if the Optionee performs Investor Relations Activities, then the Optionee shall report all trading in the securities of the Issuer to the Secretary of the Issuer for delivery to the Board, by submitting a report which details the dates of those trades, the number of securities traded and the prices at which securities were traded. That report shall be delivered to the Secretary of the Issuer no later than the date on which an insider trading report would be required in respect of that trade under the insider trading requirements of applicable securities legislation as if the Optionee was an insider of the Issuer under that legislation.

12. Ceasing to be an Eligible Person

If an Optionee ceases to be an Eligible Person (including, without limitation, by reason of death or termination with or without cause), such Optionee’s options shall expire at 5:00 p.m. (Eastern Time) on the earlier of (i) the Expiry Date, and (ii) the 90th day after the date on which the Optionee ceases to be an Eligible Person (or such earlier date, if any, as is determined by the Board when the Board grants the option).

Notwithstanding the foregoing, if an Optionee ceases to be an Eligible Person for any reason such Optionee’s options may only be exercised if and to the extent that the Optionee is entitled to exercise the options on the date the Optionee ceases to be an Eligible Person.

Nothing contained in this Plan, or in any option granted pursuant to this Plan, shall confer upon an Optionee any right to continue as an employee, officer, director or consultant of the Issuer.

In the event of the death of a Optionee, the options granted to that Optionee may be exercised by the person or persons to whom the Optionee’s rights under the options shall pass by the Optionee’s will or the laws of intestacy.

13. Blackout Extensions

The Expiry Date of an option shall be automatically extended if the Expiry Date falls within a period (a “ Blackout Period ”) during which the Issuer prohibits Optionees from exercising their options; provide that:

The Blackout Period must be formally imposed by the Issuer pursuant to its internal trading policies as a result of the bona fide existence of undisclosed material information. For greater certainty, in the absence of the Issuer formally imposing a Blackout Period, the expiry date of any options will not be automatically extended in any circumstances.

The Blackout Period shall expire upon the general disclosure of the undisclosed material information. The Expiry Date shall be extended to 5:00 p.m. (Eastern Time) on that day which follows the expiry of the Blackout Period by the lesser of (i) ten business days, and (ii) the number of business days falling within the Blackout Period. For this purpose, a business day means a day which is not a Saturday, a Sunday or a date on which banks generally are closed in the Optionee’s municipality of residence.

The automatic extension of an Optionee’s options will not be permitted where the Optionee or the Issuer is subject to a cease trade order (or similar order under applicable securities laws) in respect of the Issuer’s securities.

14. Rights as a Shareholder

No person entitled to exercise any option granted under this Plan shall have any of the rights or privileges of a shareholder of the Issuer in respect of any Share issuable upon exercise of such option until such Share has been issued.

15. Adjustments

If there is any subdivision or consolidation of the Shares into a greater or lesser number, and if this subdivision or consolidation occurs during the term of any options, then upon exercise of those options by the Optionee the Issuer shall deliver to the Optionee the number of Shares which the Optionee would have held as a result of the subdivision or consolidation if on the record date thereof the Optionee had been the registered holder of the number of Shares in respect of which the Optionee is exercising the options.

Except as described in the preceding paragraph, if the Shares are reclassified, reorganized or otherwise changed, or the Issuer consolidates, merges or amalgamates with or into another Company, (any such event being a “ Reorganization ”), and if this Reorganization occurs during the term of any options, then upon exercise of those options by the Optionee the Issuer, or the Company resulting or continuing from the Reorganization, shall deliver the number and kind of securities and/or other consideration that the Optionee would have been entitled to receive as a result of the Reorganization, if on the record date of the Reorganization the Optionee had been the registered holder of the number of Shares in respect of which the Optionee is exercising the options.

The securities and other consideration delivered to an Optionee under this Section shall be in substitution for the Shares called for delivery to the Optionee under the options and the exercise price of the options shall be the consideration for the substitute securities and other consideration.

16. Transferability

So long as the Issuer is listed on the Exchange, all options shall be non-assignable and non-transferable. If the Issuer ceases to be listed on the Exchange, all options shall be non-assignable and non-transferable except to a “permitted assign” under NI 45-106.

All option agreements and Shares issued under options shall be subject to, and legended with, such hold periods as may apply under applicable securities laws or the requirements of any stock exchange on which the Shares are listed. All Shares which are issued subject to such a hold period shall be legended as required under applicable securities laws or the requirements of any stock exchange on which the Shares are listed.

17. Tax Withholding

To the extent the grant or exercise of an option gives rise to any withholding tax obligation or other statutory withholding obligation (including, without limitation, income and payroll withholding taxes imposed by any jurisdiction), prior to the delivery of the option or Shares being acquired upon the exercise of the option, as the case may be, the Issuer may:

require the Optionee to pay to the Issuer an amount, or

withhold an amount from any remuneration or consideration whatsoever payable to the Optionee,

sufficient to pay any tax or other statutory withholding obligation associated with the grant or exercise of the option, as the case may be.

18. Amendment and Termination of Plan

Subject to the approval of the Exchange (if required), the Board may, at any time, suspend or terminate this Plan. Subject to any applicable approval of the Exchange (if required), the Board may at any time amend or revise the terms of this Plan; provided that no such amendment or revision shall result in a material adverse change to the terms of any option previously granted under this Plan.

19. Approvals

This Plan is subject to the acceptance of the Plan by the Exchange and the approval of the Plan by the Issuer’s shareholders in compliance with the requirements of the Exchange and NI 45-106. Options may be granted under this Plan prior to the satisfaction of those conditions provided that no such option may be exercised prior to the satisfaction of those conditions.

The ability of an Optionee to exercise options, and the obligation of the Issuer to issue and deliver Shares under options, is subject to any approvals which may be required from shareholders of the Issuer, the Exchange and any regulatory authority having jurisdiction over the securities of the Issuer. If any Shares cannot be issued to any Optionee as a result of the failure to obtain that approval, the obligation of the Issuer to issue such Shares shall terminate and any exercise price paid to the Issuer will be returned to the Optionee.

20. Effective Date of Plan

This Plan shall take effect on such date as is approved by the Board. On that date, this Plan shall replace and supercede the Issuer’s existing stock option plan. All options which were issued under the Issuer’s existing plan shall be deemed to have been properly issued under this Plan and shall be subject to the terms of this Plan.

21. Interpretation

The Plan will be governed by and construed in accordance with the laws of the Province of Ontario.

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “ Agreement ”) is made and entered into effective as of November ____, 2017 (the “ Effective Date ”) between Security Devices International Inc., a Delaware corporation (the “ Company ”), and the persons who have executed the signature page(s) hereto (each, a “ Purchaser ” and collectively, the “ Purchasers ”).

RECITALS:

WHEREAS, the Company proposes to raise up to USD$4,500,000 (the “Offering”) from the sale of units (the “Units”) at a price of USD$0.106 per Unit (the “Purchase Price”) pursuant to the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(a)(2) thereof and/or Rule 506 of Regulation D (“Regulation D”) promulgated thereunder. Each Unit consists of one share (a “Share”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and one-half (1/2) of a warrant (each whole warrant is referred to herein as a “Warrant”) to purchase one-half (1/2) share of Common Stock; and

WHEREAS, in connection with the Offering, the Company agrees to provide certain registration rights related to the Shares and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”), on the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, covenants, and conditions set forth herein, the parties mutually agree as follows:

1. Certain Definitions . As used in this Agreement, the following terms shall have the following respective meanings:

“ Approved Market ” means the Over-the-Counter Bulletin Board, the OTC Markets, the Nasdaq Stock Market, the New York Stock Exchange or the American Stock Exchange.

“ Blackout Period ” means, with respect to a registration, a period, in each case commencing on the day immediately after the Company notifies the Purchasers that they are required, because of the occurrence of an event of the kind described in Section 4(f) hereof, to suspend offers and sales of Registrable Securities during which the Company, in the good faith judgment of its board of directors, determines (because of the existence of, or in anticipation of, any acquisition, financing activity, or other transaction involving the Company, or the unavailability for reasons beyond the Company’s control of any required financial statements, disclosure of information which is in its best interest not to publicly disclose, or any other event or condition of similar significance to the Company) that the registration and distribution of the Registrable Securities to be covered by such Registration Statement, if any, would be seriously detrimental to the Company and its stockholders and ending on the earlier of (1) the date upon which the material non-public information commencing the Blackout Period is disclosed to the public or ceases to be material and (2) such time as the Company notifies the selling Holders that the Company will no longer delay such filing of the Registration Statement, recommence taking steps to make such Registration Statement effective, or allow sales pursuant to such Registration Statement to resume.

“ Business Day ” means any day of the year, other than a Saturday, Sunday, or other day on which the Commission is required or authorized to close.

“ Commission ” means the U. S. Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

“ Common Stock ” means the common stock, par value $0.001 per share, of the Company and any and all shares of capital stock or other equity securities of: (i) the Company which are added to or exchanged or substituted for the Common Stock by reason of the declaration of any stock dividend or stock split, the issuance of any distribution or the reclassification, readjustment, recapitalization or other such modification of the capital structure of the Company; and (ii) any other corporation, now or hereafter organized under the laws of any state or other governmental authority, with which the Company is merged, which results from any consolidation or reorganization to which the Company is a party, or to which is sold all or substantially all of the shares or assets of the Company, if immediately after such merger, consolidation, reorganization or sale, the Company or the stockholders of the Company own equity securities having in the aggregate more than 50% of the total voting power of such other corporation.

“ Effective Date ” has the meaning given it in the preamble to this Agreement.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“ Family Member ” means (a) with respect to any individual, such individual’s spouse, any descendants (whether natural or adopted), any trust all of the beneficial interests of which are owned by any of such individuals or by any of such individuals together with any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, the estate of any such individual, and any corporation, association, partnership or limited liability company all of the equity interests of which are owned by those above described individuals, trusts or organizations and (b) with respect to any trust, the owners of the beneficial interests of such trust.

“ Holder ” means each Purchaser or any of such Purchaser’s respective successors and Permitted Assignees who acquire rights in accordance with this Agreement with respect to any Registrable Securities directly or indirectly from a Purchaser or from any Permitted Assignee.

“ Initial Registration Statement ” means the initial Registration Statement filed pursuant to this Agreement.

“ Majority Holders ” means at any time Holders representing a majority of the Registrable Securities.

“ Permitted Assignee ” means (a) with respect to a partnership, its partners or former partners in accordance with their partnership interests, (b) with respect to a corporation, its stockholders in accordance with their interest in the corporation, (c) with respect to a limited liability company, its members or former members in accordance with their interest in the limited liability company, (d) with respect to an individual party, any Family Member of such party, (e) an entity that is controlled by, controls, or is under common control with a transferor, or (f) a party to this Agreement.

“ Piggyback Registration ” means, in any registration of Common Stock as set forth in Section 3(b), the ability of holders of Registrable Securities to include Registrable Securities in such registration.

The terms “ register ,” “ registered ,” and “ registration ” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.

“ Registrable Securities ” means the Shares and the Warrant Shares but excluding (i) any Registrable Securities that have been publicly sold or may be sold immediately without registration under the Securities Act either pursuant to Rule 144 of the Securities Act or otherwise; (ii) any Registrable Securities sold by a person in a transaction pursuant to a registration statement filed under the Securities Act, or (iii) any Registrable Securities that are at the time subject to an effective registration statement under the Securities Act.

“ Registration Default Date ” means the date that is 150 days after the date the Registration Statement is actually filed with the Commission.

“ Registration Filing Date ” means the date that is 120 days after date of the final closing of the Offering.

“ Registration Statement ” means the registration statement that the Company is required to file pursuant to this Agreement to register the Registrable Securities.

“ Rule 144 ” means Rule 144 promulgated by the Commission under the Securities Act.

“ Rule 145 ” means Rule 145 promulgated by the Commission under the Securities Act.

“ Rule 415 ” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such Rule.

“ Securities Act ” means the Securities Act of 1933, as amended, or any similar federal statute promulgated in replacement thereof, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

“ SEC Effective Date ” means the date the Registration Statement is declared effective by the Commission.

“ Trading Day ” means (a) if the Common Stock is listed or quoted on an Approved Market, then any day during which securities are generally eligible for trading on the Approved Market, or (b) if the Common Stock is not then listed or quoted and traded on an Approved Market, then any business day.

“ Warrants ” has the meaning given it in the recitals of this Agreement.

2. Term . This Agreement shall continue in full force and effect for a period of one year from the SEC Effective Date, unless terminated sooner hereunder.

3. Registration .

(a) Registration on Form S-1 . Not later than the Registration Filing Date, the Company shall file with the Commission a Registration Statement on Form S-1, or other applicable form, relating to the resale by the Holders of all of the Registrable Securities, and the Company shall use its commercially reasonably efforts to cause such Registration Statement to be declared effective prior to the Registration Default Date.

(b) Piggyback Registration . In addition to the Company agreement pursuant to Section 3(a) above, if the Company shall determine to register for sale for cash any of its Common Stock, for its own account or for the account of others (other than the Holders), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or similar event, the Company shall promptly give to the Holders written notice thereof (and in no event shall such notice be given less than 20 calendar days prior to the filing of such registration statement), and shall, subject to Section 3(c), include as a Piggyback Registration all of the Registrable Securities specified in a written request delivered by the Holder thereof within 10 calendar days after receipt of such written notice from the Company. However, the Company may, without the consent of the Holders, withdraw such registration statement prior to its becoming effective if the Company or such other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereby.

(c) Underwriting . If a Piggyback Registration is for a registered public offering that is to be made by an underwriting, the Company shall so advise the Holders of the Registrable Securities eligible for inclusion in such Registration Statement pursuant to Sections 3(b). In that event, the right of any Holder to Piggyback Registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to sell any of their Registrable Securities through such underwriting shall (together with the Company and any other stockholders of the Company selling their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter selected for such underwriting by the Company or the selling stockholders, as applicable. Notwithstanding any other provision of this Section, if the underwriter or the Company determines that marketing factors require a limitation on the number of shares of Common Stock or the amount of other securities to be underwritten, the underwriter may exclude some or all Registrable Securities from such registration and underwriting. The Company shall so advise all Holders (except those Holders who failed to timely elect to include their Registrable Securities through such underwriting or have indicated to the Company their decision not to do so), and indicate to each such Holder the number of shares of Registrable Securities that may be included in the registration and underwriting, if any. The number of shares of Registrable Securities to be included in such registration and underwriting shall be allocated among such Holders as follows:

(i) If the Piggyback Registration was initiated by the Company, the number of shares that may be included in the registration and underwriting shall be allocated first to the Company and then, subject to obligations and commitments existing as of the date hereof, to all selling stockholders, including the Holders, who have requested to sell in the registration on a pro rata basis according to the number of shares requested to be included therein; and

(ii) If the Piggyback Registration was initiated by the exercise of demand registration rights by a stockholder or stockholders of the Company (other than the Holders), then the number of shares that may be included in the registration and underwriting shall be allocated first to such selling stockholders who exercised such demand and then, subject to obligations and commitments existing as of the date hereof, to all other selling stockholders, including the Holders, who have requested to sell in the registration on a pro rata basis according to the number of shares requested to be included therein.

No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw such Holder’s Registrable Securities therefrom by delivering a written notice to the Company and the underwriter. The Registrable Securities so withdrawn from such underwriting shall also be withdrawn from such registration; provided , however , that, if by the withdrawal of such Registrable Securities, a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities pursuant to the terms and limitations set forth herein in the same proportion used above in determining the underwriter limitation.

(d) (i) if the Commission does not declare the Registration Statement effective on or before the Registration Default Date, or (ii) if the Commission allows the Registration Statement to be declared effective at any time before or after the Registration Default Date, subject to the withdrawal of certain Registrable Securities from the Registration Statement, and the reason for (i) or (ii) is the Commission’s determination that (x) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, (y) Rule 415 may not be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or (z) a Holder of any Registrable Securities must be named as an underwriter, the Holders understand and agree that in the case of (ii) the Company may reduce, on a pro rata basis, the total number of Registrable Securities to be registered on behalf of each such Holder, and, in the case of (i) or (ii), and that a Holder shall not be entitled to any liquidated damages with respect to the Registrable Securities not registered for the reason set forth in (i), or so reduced on a pro rata basis as set forth in (ii). In any such pro reduction, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by the Registrable Securities represented by the Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders on a fully diluted basis), and second by Registrable Securities represented by the Shares (applied, in the case that some of the Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders). In addition, any such affected Holder shall be entitled to Piggyback Registration rights after the Registration Statement is declared effective by the Commission until such time as: (AA) all Registrable Securities have been registered pursuant to an effective Registration Statement, (BB) the Registrable Securities may be resold without restriction pursuant to Rule 144 of the Securities Act, or (CC) the Holder agrees to be named as an underwriter in any such registration statement. The Holders acknowledge and agree the provisions of this paragraph may apply to more than one Registration Statement.

4. Registration Procedures for Registrable Securities . The Company will keep each Holder reasonably advised as to the filing and effectiveness of the Registration Statement. At its expense with respect to the Registration Statement, the Company will:

(a) prepare and file with the Commission with respect to the Registrable Securities, a Registration Statement on Form S-1, or any other form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities in accordance with the intended methods of distribution thereof, and use its commercially reasonable efforts to cause such Registration Statement to become effective and shall remain effective for a period of one year or for such shorter period ending on the earlier to occur of (i) the date as of which all of the Holders as selling stockholders thereunder may sell all of the Registrable Securities registered for resale thereon without restriction pursuant to Rule 144 (or any successor rule thereto) promulgated under the Securities Act or (ii) the date when all of the Registrable Securities registered thereunder shall have been sold (the “ Effectiveness Period ”). Thereafter, the Company shall be entitled to withdraw such Registration Statement and the Investors shall have no further right to offer or sell any of the Registrable Securities registered for resale thereon pursuant to the respective Registration Statement (or any prospectus relating thereto);

(b) if the Registration Statement is subject to review by the Commission, promptly respond to all comments and diligently pursue resolution of any comments to the satisfaction of the Commission;

(c) prepare and file with the Commission such amendments and supplements to such Registration Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period;

(d) furnish, without charge, to each Holder of Registrable Securities covered by such Registration Statement (i) a reasonable number of copies of such Registration Statement (including any exhibits thereto other than exhibits incorporated by reference), each amendment and supplement thereto as such Holder may reasonably request, (ii) such number of copies of the prospectus included in such Registration Statement (including each preliminary prospectus and any other prospectus filed under Rule 424 of the Securities Act) as such Holders may reasonably request, in conformity with the requirements of the Securities Act, and (iii) such other documents as such Holder may require to consummate the disposition of the Registrable Securities owned by such Holder, but only during the Effectiveness Period;

(e) use its commercially reasonable efforts to register or qualify such registration under such other applicable securities laws of such jurisdictions as any Holder of Registrable Securities covered by such Registration Statement reasonably requests and as may be necessary for the marketability of the Registrable Securities (such request to be made by the time the applicable Registration Statement is deemed effective by the Commission) and do any and all other acts and things necessary to enable such Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Holder; provided , that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph, (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction.

(f) notify each Holder of Registrable Securities, the disposition of which requires delivery of a prospectus relating thereto under the Securities Act, of the happening of any event (as promptly as practicable after becoming aware of such event), which comes to the Company’s attention, that will after the occurrence of such event cause the prospectus included in such Registration Statement, if not amended or supplemented, to contain an untrue statement of a material fact or an omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading and the Company shall promptly thereafter prepare and furnish to such Holder a supplement or amendment to such prospectus (or prepare and file appropriate reports under the Exchange Act) so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, unless suspension of the use of such prospectus otherwise is authorized herein or in the event of a Blackout Period, in which case no supplement or amendment need be furnished (or Exchange Act filing made) until the termination of such suspension or Blackout Period;

(g) comply, and continue to comply during the Effectiveness Period, in all material respects with the Securities Act and the Exchange Act and with all applicable rules and regulations of the Commission with respect to the disposition of all securities covered by such Registration Statement;

(h) as promptly as practicable after becoming aware of such event, notify each Holder of Registrable Securities being offered or sold pursuant to the Registration Statement of the issuance by the Commission of any stop order or other suspension of effectiveness of the Registration Statement;

(i) use its commercially reasonable efforts to cause all the Registrable Securities covered by the Registration Statement to be quoted on the OTC Bulletin Board, OTCQB or such other Approved Market on which securities of the same class or series issued by the Company are then listed or traded;

(j) provide a transfer agent and registrar, which may be a single entity, for the shares of Common Stock at all times;

(k) If requested by the Holders, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free, to the extent permitted by applicable law, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request;

(l) during the Effectiveness Period, refrain from bidding for or purchasing any Common Stock or any right to purchase Common Stock or attempting to induce any person to purchase any such security or right if such bid, purchase or attempt would in any way limit the right of the Holders to sell Registrable Securities by reason of the limitations set forth in Regulation M of the Exchange Act; and

(m) take all other reasonable actions necessary to expedite and facilitate the disposition by the Holders of the Registrable Securities pursuant to the Registration Statement.

5. Suspension of Offers and Sales . Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f) hereof or of the commencement of a Blackout Period, such Holder shall discontinue the disposition of Registrable Securities included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

6. Registration Expenses . The Company shall pay all expenses in connection with any registration obligation provided herein, including, without limitation, all registration, filing, stock exchange fees, printing expenses, all fees and expenses of complying with applicable securities laws, and the fees and disbursements of counsel for the Company and of its independent accountants; provided , that, in any registration, each party shall pay for its own underwriting discounts and commissions and transfer taxes. Except as provided in this Section and Section 9, the Company shall not be responsible for the expenses of any attorney or other advisor employed by a Holder.

7. Assignment of Rights . No Holder may assign its rights under this Agreement to any party without the prior written consent of the Company; provided , however , that any Holder may assign its rights under this Agreement without such consent to a Permitted Assignee as long as (a) such transfer or assignment is effected in accordance with applicable securities laws; (b) such transferee or assignee agrees in writing to become subject to the terms of this Agreement; and (c) such Holder notifies the Company in writing of such transfer or assignment, stating the name and address of the transferee or assignee and identifying the Registrable Securities with respect to which such rights are being transferred or assigned.

8. Information by Holder . A Holder with Registrable Securities included in any registration shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required in order to comply with any applicable law or regulation in connection with the registration of such Holder’s Registrable Securities or any qualification or compliance with respect to such Holder’s Registrable Securities and referred to in this Agreement. A form of Selling Stockholder Questionnaire is attached as Exhibit A hereto for such purposes.

9. Indemnification .

(a) In the event of the offer and sale of Registrable Securities under the Securities Act, the Company shall, and hereby does, indemnify and hold harmless, to the fullest extent permitted by law, each Holder, its directors, officers, partners, each other person who participates as an underwriter in the offering or sale of such securities, and each other person, if any, who controls or is under common control with such Holder or any such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, and expenses to which the Holder or any such director, officer, partner or underwriter or controlling person may become subject under the Securities Act, the Exchange Act, or any other federal or state law, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement of any material fact contained in any registration statement prepared and filed by the Company under which Registrable Securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission to state therein a material fact required to be stated or necessary to make the statements therein in light of the circumstances in which they were made not misleading, or any violation or alleged violation of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with this Agreement; and the Company shall reimburse the Holder, and each such director, officer, partner, underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, damage, liability, action or proceeding; provided , that such indemnity agreement found in this Section 9(a) shall in no event exceed the net proceeds from the Offering, as applicable, received by the Company; and provided further , that the Company shall not be liable in any such case (i) to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement in or omission from such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Holder specifically for use in the preparation thereof or (ii) if the person asserting any such loss, claim, damage, liability (or action or proceeding in respect thereof) who purchased the Registrable Securities that are the subject thereof did not receive a copy of an amended preliminary prospectus or the final prospectus (or the final prospectus as amended or supplemented) at or prior to the written confirmation of the sale of such Registrable Securities to such person because of the failure of such Holder or underwriter to so provide such amended preliminary or final prospectus and the untrue statement or omission of a material fact made in such preliminary prospectus was corrected in the amended preliminary or final prospectus (or the final prospectus as amended or supplemented). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders, or any such director, officer, partner, underwriter or controlling person and shall survive the transfer of such shares by the Holder.

(b) As a condition to including Registrable Securities in any registration statement filed pursuant to this Agreement, each Holder agrees to be bound by the terms of this Section 9 and to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors and officers, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Company or any such director or officer or controlling person may become subject under the Securities Act, the Exchange Act, or any other federal or state law, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any registration statement, any prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in the registration statement or such prospectus or (ii) to the extent that (1) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such prospectus or such form of prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 4(f) hereof, the use by such Holder of an outdated or defective prospectus after the Company has notified such Holder in writing that the prospectus is outdated or defective and prior to the receipt by such Holder of the advice contemplated in Section 4(f). In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

(c) Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in this Section (including any governmental action), such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the indemnifying party of the commencement of such action; provided , that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in the reasonable judgment of counsel to such indemnified party a conflict of interest between such indemnified and indemnifying parties may exist or the indemnified party may have defenses not available to the indemnifying party in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof, unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defenses thereof or the indemnifying party fails to defend such claim in a diligent manner, other than reasonable costs of investigation. Neither an indemnified nor an indemnifying party shall be liable for any settlement of any action or proceeding effected without its consent. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement, which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation. Notwithstanding anything to the contrary set forth herein, and without limiting any of the rights set forth above, in any event any party shall have the right to retain, at its own expense, counsel with respect to the defense of a claim.

(d) If an indemnifying party does or is not permitted to assume the defense of an action pursuant to Sections 9(c) or in the case of the expense reimbursement obligation set forth in Sections 9(a) and (b), the indemnification required by Sections 9(a) and 9(b) shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills received or expenses, losses, damages, or liabilities are incurred.

(e) If the indemnification provided for in Section 9(a) or 9(b) is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall (i) contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense as is appropriate to reflect the proportionate relative fault of the indemnifying party on the one hand and the indemnified party on the other (determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission relates to information supplied by the indemnifying party or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission), or (ii) if the allocation provided by clause (i) above is not permitted by applicable law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, not only the proportionate relative fault of the indemnifying party and the indemnified party, but also the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other, as well as any other relevant equitable considerations. No indemnified party guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any indemnifying party who was not guilty of such fraudulent misrepresentation.

(f) Other Indemnification . Indemnification similar to that specified in this Section (with appropriate modifications) shall be given by the Company and each Holder of Registrable Securities with respect to any required registration or other qualification of securities under any federal or state law or regulation or governmental authority other than the Securities Act.

10. Rule 144 . With a view to making available to the Holders the benefits of Rule 144 and any other rule or regulation of the Commission that may at any time permit the Holders to sell the Registrable Securities to the public without registration, the Company agrees: (i) to make and keep public information available as those terms are understood in Rule 144, (ii) to file with the Commission in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange Act pursuant to Rule 144, (iii) as long as any Holder owns any Registrable Securities, to furnish in writing upon such Holder’s request a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such Holder a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing such Holder of any rule or regulation of the Commission permitting the selling of any such Registrable Securities without registration and (iv) undertake any additional actions commercially reasonably necessary to maintain the availability of the use of Rule 144.

11. Corporate Existence . After the date of this Agreement and prior to the effectiveness of the Registration Statement,, the Company shall not directly or indirectly consummate any merger, reorganization, restructuring, reverse stock split, consolidation, sale of all or substantially all of the Company’s assets or any similar transaction or related transactions (each such transaction, an “ Organizational Change ”), unless, prior to the consummation of an Organizational Change, the Company obtains the written consent of the Majority Holders.

12. Independent Nature of Each Purchaser’s Obligations and Rights . The obligations of each Purchaser under this Agreement are several and not joint with the obligations of any other Purchaser, and each Purchaser shall not be responsible in any way for the performance of the obligations of any other Purchaser under this Agreement. Nothing contained herein and no action taken by any Purchaser pursuant hereto, shall be deemed to constitute such Purchasers as a partnership, an association, a joint venture, or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement. Each Purchaser shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose.

13. Other Registration Rights . After the date of this Agreement and prior to the effectiveness of the Registration Statement, the Company shall not, without the prior written consent of the Majority Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights senior or equal to those granted to the Holders hereunder.

14. Miscellaneous .

(a) Governing Law . All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance with the provisions of the Subscription Agreement.

(b) Remedies . In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The Company and each Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.

(c) Successors and Assigns . Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, Permitted Assignees, executors and administrators of the parties hereto.

(d) No Inconsistent Agreements . The Company has not entered, as of the date hereof, and shall not enter, on or after the date of this Agreement, into any agreement with respect to its securities that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.

(e) Entire Agreement . This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof.

(f) Notices, etc . Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Subscription Agreement or as otherwise provided herein.

(g) Delays or Omissions . No delay or omission to exercise any right, power or remedy accruing to any Holder, upon any breach or default of the Company under this Agreement, shall impair any such right, power or remedy of such Holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereunder occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Holder of any breach or default under this Agreement, or any waiver on the part of any Holder of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, or by law or otherwise afforded to any holder, shall be cumulative and not alternative.

(h) Omnibus Signature Page . This Agreement is intended to be read and construed in conjunction with the Subscription Agreement in connection with the Offering. Accordingly, it is hereby agreed that the execution by the Purchaser of the Subscription Agreement, in the place set forth therein, shall constitute agreement to be bound by the terms and conditions thereof and the terms and conditions of this Agreement, with the same effect as if each of such separate but related agreement were separately signed.

(i) Severability . In the case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(j) Amendments . The provisions of this Agreement may be amended at any time and from time to time, and particular provisions of this Agreement may be waived, with and only with an agreement or consent in writing signed by the Company and the Majority Holders. The Purchasers acknowledge that by the operation of this Section, the Majority Holders may have the right and power to diminish or eliminate all rights of the Purchasers under this Agreement.

[SIGNATURE PAGES FOLLOW]

This Registration Rights Agreement is hereby executed as of the date first above written.

COMPANY:

S ECURITY D EVICES I NTERNATIONAL I NC .



By:	s/s Dean Thrasher
Name:	Dean Thrasher
Title:	Chief Executive Officer

THE PURCHASER’S SIGNATURE TO THE SUBSCRIPTION AGREEMENT DATED OF EVEN
DATE HEREWITH SHALL CONSTITUTE THE PURCHASER’S SIGNATURE TO THIS
REGISTRATION RIGHTS AGREEMENT.

Exhibit A

SECURITY DEVICES INTERNATIONAL INC.
SELLING STOCKHOLDERS’ QUESTIONNAIRE

The following information is requested from you in connection with the preparation and filing by Security Devices International Inc. (the “Company”) of a Registration Statement on Form S-1 or other appropriate form (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) covering the sale of shares of the Company’s common stock, including shares of common stock underlying Warrants (the “Registrable Securities”) by certain stockholders of the Company.

We would appreciate your answering all of the questions included in this questionnaire, even though your answers may be in the negative, so that the Company will have a record of your responses for use in connection with the preparation of the Registration Statement. It is requested that you give careful attention to each question and that you complete this questionnaire personally .

In order to assist you in completing this questionnaire, certain terms used herein are defined in the appendix which is attached to this questionnaire. Each of such defined terms has been bolded and italicized for identification. The term “person,” as used in this questionnaire, means any natural person, company, government or political subdivision, agency or instrumentality of a government.

After you have completed the following questionnaire, please send the completed questionnaire to the Company by overnight courier as soon as possible to the attention of Dean Thrasher, CEO.

*********************

G ENERAL I NFORMATION

1. Please provide your full name and address or the full name and address of the entity on whose behalf you are completing this questionnaire. The address may be a business, mailing or residence address.

Name:

Address:

2.	Name the Control Person of your organization:

3.	(a) Are you a broker-dealer registered pursuant to Section 15 of the Exchange Act?

[ ] Yes.
[ ] No.

(b) If your response to Item 3(a) above is no, are you an "affiliate" of a broker-dealer registered pursuant to Section 15 of the Exchange Act?

[ ] Yes.
[ ] No.

For the purposes of this Item 3(b), an "affiliate" of a registered broker-dealer shall include any company that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such broker-dealer, and does not include any individuals employed by such broker-dealer or its affiliates.

(c) Full legal name of person through which you hold the Registrable Securities—(i.e. name of your broker, if applicable, through which your Registered Securities are held):

	Name of broker:

	Contact person:

	Telephone No.:

S ECURITIES H OLDINGS

Please fill in all blanks in the following questions related to your beneficial ownership of the Company’s common stock. Generally, the term “beneficial ownership” refers to any direct or indirect interest in the securities which entitles you to any of the rights or benefits of ownership, even though you may not be the holder of record of the securities. For example, securities held in “street name” over which you exercise voting or investment power would be considered beneficially owned by you. Other examples of indirect ownership include ownership by a partnership in which you are a partner or by an estate or trust of which you or any member of your immediate family is a beneficiary. Ownership of securities held in the names of your spouse, minor children or other relatives who live in the same household may be attributed to you.

If you have any reason to believe that any interest in securities of the Company which you may have, however remote, is a beneficial interest, please describe such interest. For purposes of responding to this questionnaire, it is preferable to err on the side of inclusion rather than exclusion. Where the SEC’s interpretation of beneficial ownership would require disclosure of your interest or possible interest in certain securities of the Company, and you believe that you do not actually possess the attributes of beneficial ownership , an appropriate response is to disclose the interest and at the same time disclaim beneficial ownership of the securities.

Please indicate the amount of common stock of the Company or any of its subsidiaries which you beneficially owned as of the date hereof.

For each holding:

	•	State the nature of the holding ( i.e. , held in your own name, jointly, as a trustee or beneficiary of a trust, as a custodian, as an executor, in discretionary accounts, by your spouse or minor children, by a partnership of which you are a partner, etc.), and

	•	State whether you are the *beneficial owner* by reason of (i) sole voting power, (ii) shared voting power, (iii) sole investment power, (iv) shared investment power, (v) the right to acquire stock within 60 days of the end of the calendar year, and/or (vi) the right to acquire stock with the purpose of changing or influencing control.

	•	Indicate in the Remarks column whether you have sole or shared voting or investment power with respect to any such securities, and in what capacity ( i.e., individual, general partner, trustee) you have such power or powers.

	•	If you wish to disclaim *beneficial ownership* of any shares listed, so indicate by writing the word “Disclaim” in the Remarks column below; you understand that such shares will be shown separately from your beneficial holdings and an appropriate disclaimer set forth.

	•	If any of the shares listed are subject to any claim, encumbrance, pledge or lien, so indicate in the Remarks column.

1.	Your Interest in the Registrable Securities.

	(a)	State the number of such Registrable Securities beneficially owned by you.

(b) Other than as set forth in your response to Item 1(a) above, do you beneficially own any other securities of the Company?

[ ] Yes.

[ ] No.

(c) If your answer to Item 1(b) above is yes, state the type, the aggregate amount and CUSIP No. (if applicable) of such other securities of the Company beneficially owned by you:

	Type:

	Aggregate amount:

	CUSIP No.:

(d) Did you acquire the securities listed in Item 1(a) above in the ordinary course of business?

[ ] Yes.

[ ] No.

(e) At the time of your purchase of the securities listed in Item 1(a) above, did you have any agreements or understandings, directly or indirectly, with any person to distribute the securities?

[ ] Yes.

[ ] No.

(f) If your response to Item 1(e) above is yes, please describe such agreements or understandings:

2.	Nature of Your Beneficial Ownership.

(a) Does someone other than yourself have Control over the securities listed in Item 1(a) above?

[ ] Yes.

[ ] No.

(b) If your response to Item 2(a) above is yes, name your controlling shareholder(s) or other person who has the ability to exercise control over you (the "Controlling Entity"). If the Controlling Entity is not a natural person and is not a publicly held entity, name each shareholder of such Controlling Entity. If any of these named shareholders are not natural persons or publicly held entities, please provide the same information. This process should be repeated until you reach natural persons or a publicly held entity.

	(A)(i)	Full legal name of Controlling Entity(ies) or natural person(s) with who have sole or shared voting or dispositive power over the Registrable Securities:

		Business address (including street address) (or residence if no business address), telephone number and facsimile number of such person(s):
		Address:
		Telephone:
		Fax:
		Name of shareholder:;

	(B)(i)	Full legal name of Controlling Entity(ies):


		Business address (including street address) (or residence if no business address), telephone number and facsimile number of such person(s):
		Address:
		Telephone:
		Fax:
		Name of shareholders:

If you need more space for this response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the following questions.

3.	5% Stockholders

To the best of my knowledge, all persons (including myself and my associates and including corporations, partnerships, trusts, associations and other such groups) who beneficially own more than 5% of any class of the Company’s stock are described below:

Name of	Class of Shares	Holder of
Beneficial	Beneficially	Voting or
Owner	Owned	Investment Power

4.	No Adverse Interest

All interests I or my associates have or will have that are adverse to the Company interests in any pending or contemplated legal proceeding or government investigation to which the Company is or will be a party (or to which its property may be subject) are described below:

5.	Voting Arrangement

All voting trusts or similar agreements or arrangements of which I have knowledge under which more than 5% of the Company’s outstanding common stock, on an as converted basis, is held or to be held are described below:

	Voting Rights and Other Powers
Names and Addresses of Voting Trustees	Under Trust, Agreement or Arrangement

6.	Change in Control

All arrangements of which I have knowledge, including any pledge by any person of securities of the Company, the operations of which may at a subsequent date result in a change in control of the Company, are described below:

T RANSACTIONS WITH THE C OMPANY

1. Information regarding all material interests of yours or your associates in any actual or proposed transaction during the last three fiscal years to which the Company was or is to be a party and that are identified under “Securities Holdings” above) is provided below. Further, no such transaction need be described if :

(a) the amount involved (including all periodic installments in the case of any lease or other agreement provided for periodic payments or installments and including the value of all transactions In a series of similar transactions) does not exceed $60,000;

(b) the rates or charges involved in the transaction are fixed by law or governmental authority or determined by competitive bids;

(c) the services involved are as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture or other similar service;

(d) my interest arises solely from my ownership of securities of the Company and I received no extra or special benefit not shared on a pro rata basis by all other holders of securities in the same class;

(e) my interest in the corporation that is a party to the transaction is solely as a director; or

(f) my interest arose solely as an officer and/or director of the Company (e.g., my compensation arrangement with the Company).

Description:

A FFILIATION WITH A CCOUNTANTS OR ATTORNEYS

Described below is any interest, affiliation or connection you have with any law firm or accounting firm that has been retained by the Company during the last three fiscal years or is proposed to be retained by the Company:

C ONTRACTS WITH THE C OMPANY

Described below are all contracts with the Company or in which the Company has a beneficial interest, or to which the Company has succeeded by assumption or assignment, to which you or any of your associates is a party, which are to be performed in whole or in part at or after the date of the proposed filing of the Registration Statement, or which were made not more than two years prior thereto:

FINRA-R ELATED Q UESTIONS

1. Are you (i) a “member” of the Financial Industries Regulatory Authority, Inc. (“ FINRA ”), (ii) an “affiliate” of a member of the FINRA, (iii) a “person associated with a member” or “associated person of a member” of the FINRA or (iv) associated with an “underwriter or related person” with respect to the proposed public offering of the Company’s securities?

Yes [ ] No [ ]

For the sole purpose of this Question: (i) the FINRA defines a “member” as being either any broker or dealer admitted to membership in the FINRA or any officer or partner of such a member or the executive representative of such member or the substitute for such representative; (ii) the term “affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is in common control with the person specified. Persons who have acted or are acting on behalf or for the benefit of a person include, but are not necessarily limited to, directors, officers, employees, agents, consultants and sales representatives; (iii) the FINRA defines a “person associated with a member” or “associated person of a member” as being every sole proprietor, partner, officer, director or branch manager of any member, or any natural person occupying a similar status or performing similar functions, or any natural person engaged in the investment banking or securities business who is directly or indirectly controlling or controlled by such member (for example, any employee), whether or not any such person is registered or exempt from registration with the FINRA; and (iv) the term “underwriter or related person” includes, with respect to a proposed offering, underwriters, underwriters’ counsel, financial consultants and advisers, finders, members of the selling or distribution group, and any and all other persons associated with or related to any such persons.

If yes, kindly describe such relationship (whether direct or indirect) and please respond to Questions (2) and (3) below; if no, please proceed to Question (4).

2. Please set forth information as to all purchases and acquisitions (including contracts for purchase or acquisition) of securities of the Company by you, regardless of the time acquired or the source from which derived:

	Seller or	Amount and	Price or Other
	Prospective Seller	Nature of Securities	Consideration	Date

3. In connection with your direct or indirect affiliation or association with a “member” of the FINRA as set forth above in Question (1), please furnish the identity of such FINRA member and any information, if known, as to whether such FINRA member intends to participate in any capacity in this proposed initial public offering, including the details of such participation:

4. Please describe any underwriting compensation and arrangement or any dealings known to you between any “underwriter or related person”, “member” of the FINRA, “affiliate” of a member of the FINRA, “person associated with a member”, or “associated person of a member” of the FINRA on the one hand and the Company or controlling shareholder thereof on the other hand, other than information relating to the proposed initial public offering of the Company:

5. Please set out below any information, if known, as to whether any “member” of the FINRA, any “underwriter or related person”, “affiliate” or a member of the FINRA, “person associated with a member” or “associated person of a member” of the FINRA may receive any portion of the net offering:

For subscribers answering “Yes” to Item 1 above:

The undersigned FINRA member form acknowledges receipt of the notice required by Article 3, Sections 28(a) and (b) of the Rules of Fair Practice.


Name of FINRA Member Firm


By:		Date:
	Authorized Officer

The undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above pursuant to the Registration Statement only as follows (if at all): Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters, broker-dealers or agents, the Selling Holder will be responsible for underwriting discounts or commissions or agents' commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, or (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market.

I understand that material misstatements or the omission of material facts in the Registration Statement may give rise to civil and criminal liabilities to the Company, to each officer and director of the Company signing the Registration Statement and other persons signing the Registration Statement. I will notify you and the Company of any misstatement of a material fact in the Registration Statement or any amendment thereto, and of the omission of any material fact necessary to make the statements contained therein not misleading, as soon as practicable after a copy of the Registration Statement or any such amendment has been provided to me.

I confirm that the foregoing statements are correct, to the best of my knowledge and belief.

Dated: _____________________________.

Very truly yours,

(Signature)

(Typed or Printed Name)

D EFINITIONS

The term “ arrangement ” means any plan, contract, authorization or understanding whether or not set forth in a formal document.

The term “ associate ” as used throughout this questionnaire, means (a) any corporation or organization (other than the Company) of which I am an officer, director or partner or of which I am, directly or indirectly, the beneficial owner of 5% or more of any class of equity securities, (b) any trust or other estate in which I have a substantial beneficial interest or as to which I serve as trustee or in a similar capacity, (c) my spouse, (d) any relative of my spouse or any relative of mine who has the same home as me or who is a director or officer or key executive of the Company, (e) any partner, syndicate member or person with whom I have agreed to act in concert with respect to the acquisition, holding, voting or disposition of shares of the Company’s securities.

The term “ beneficially owned ” when used in connection with the ownership of securities, means (a) any interest in a security which entitles me to any of the rights or benefits of ownership even though I may not be the owner of record or (b) securities owned by me directly or indirectly, including those held by me for my own benefit (regardless of how registered) and securities held by others for my benefit (regardless of how registered), such as by custodians, brokers, nominees, pledgees, etc., and including securities held by an estate or trust in which I have an interest as legatee or beneficiary, securities owned by a partnership of which I am a partner, securities held by a personal holding company of which I am a stockholder, etc., and securities held in the name of my spouse, minor children and any relative (sharing the same home). A “beneficial owner” of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares:

(a) voting power which includes the power to vote, or to direct the voting of, such security; and/or

(b) investment power which includes the power to dispose, or to direct the disposition, of such security.

The term “ control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

The term “ immediate family ” means any relationship by blood, marriage or adoption, not more remote than first cousin.

The term “ material ,” when used in this questionnaire to qualify a requirement for the furnishing of information as to any subject, limits the information required to those matters as to which an average prudent investor ought reasonably to be informed before purchasing the Common Stock of the Company.

SECURITY DEVICES INTERNATIONAL INC.
SUBSCRIPTION AGREEMENT

SUBSCRIBER NAME : _________________________________

INSTRUCTIONS FOR INVESTORS

	1.	Please complete the Investor Questionnaire attached hereto as Exhibit A .

	2.	Please review the Risk Factors attached hereto as Exhibit B .

	3.	EXECUTE this Subscription Agreement on page 12 (which includes an omnibus signature page to the Registration Rights Agreement, attached hereto as Exhibit C ).

	4.	Please complete the Selling Stockholder Questionnaire attached to the Registration Rights Agreement.

	5.	If you are a corporation, partnership or other entity and (a) you have not previously filed Form 4C with the TSX Venture Exchange, or (b) you have previously filed Form 4C but there has been a change in the information disclosed in that form, complete and sign the Form 4C attached hereto as Exhibit D .

	6.	Include a check or wire in the amount of the investment (US Dollars) as follows:

	a.	Checks should be made payable to: Security Devices International Inc. and sent overnight or by registered mail to the corporate address listed below in Wakefield, MA.

	b.	Wires should be sent to: TD Bank, N.A.

Wilmington, Delaware
ABA# 031101266
Account: 8253167180

	For international wires (also include):	SWIFT BIC: NRTHUS33XXX
		* All incoming foreign currency wires need to be routed
		to the Company through its Toronto office under the
		BIC: TDOMCATTTOR

Reference: Subscription for SDI Units in the memo section of your check or wire.

Please forward your executed Subscription Agreement to the Agent:

J. Streicher Capital, LLC
300 Park Avenue, 14 ^th Floor
New York, NY 10022
Attention: Tanner Wickham

Please feel free to call us with any questions at (905) 582-6402 . Questions should be directed to Bryan Ganz, Executive Chairman, or Dean Thrasher, CEO.

Security Devices International Inc.
107 Audubon Road, Bldg 2, Suite 201
Wakefield, MA, United States 01880
Attn: Bryan Ganz

PUBLICLY AVAILABLE INFORMATION

Security Devices International Inc. (the “Company”) is a reporting company in the United States and Canada. As such, the Company files annual, quarterly and periodic reports with the Securities Exchange Commission in the United States and with the Ontario Securities Commission in Canada. These reports are available at:

https://www.sec.gov/edgar/searchedgar/companysearch.html
and/or
http://www.sedar.com/search/search_form_pc_en.htm

Investors are strongly urged to review these filings prior to subscribing for the Units . All of the filings made by the Company in the past 24 months are deemed to be incorporated herein by reference and shall be deemed to be a part of this Subscription Agreement. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Subscription Agreement shall be deemed to be modified or superseded for purposes of this Subscription Agreement to the extent that a statement contained herein or in any subsequently filed document or report that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Subscription Agreement.

Prior to making an investment in this Offering, please carefully review the entire Subscription Agreement including the Investor Questionnaire attached hereto as Exhibit A and Risk Factors (attached hereto as Exhibit B) .

This Agreement also contains information related to the compensation of the Agent for this Offering in Section 6 and the Use of Proceed in Section 10.

NASAA LEGEND

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

NEW YORK STATE LEGEND

NOTICE TO NEW YORK RESIDENTS ONLY: THIS MEMORANDUM HAS NOT BEEN REVIEWED BY THE ATTORNEY GENERAL OF THE STATE OF NEW YORK PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THIS SUBSCRIPTION AGREEMENT DOES NOT CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS MADE IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING. IT CONTAINS A FAIR SUMMARY OF MATERIAL TERMS AND DOCUMENTS PURPORTED TO BE SUMMARIZED HEREIN.

SECURITY DEVICES INTERNATIONAL INC.

SUBSCRIPTION AGREEMENT

TO: Security Devices International Inc.

The undersigned (the “Subscriber”) hereby agrees with Security Devices International Inc., a Delaware corporation (the “Company”), to the terms of this Subscription Agreement (the “Agreement”) and each of the Company and the Subscriber hereby make certain representations and warranties to the Agent and to each other as follows:

1. The Offering .

	a.	Offering Amount and Purchase Price . The Company proposes to raise up to USD$4,500,000 (the “Offering”) from the sale of units (the “Units”) at a price of USD$0.106 per Unit (the “Purchase Price”) on a “best-efforts” basis. All funds from investors will be delivered directly to the Company, without provision for escrow.

	b.	Units . Each Unit shall consist of one share (a “Share”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and one-half (1/2) of a warrant (each whole warrant is referred to herein as a “Warrant”) to purchase one-half (1/2) share of Common Stock.

	c.	Warrants . Each full Warrant is exercisable for one share of Common Stock (each, a “Warrant Share”) for the 60-month period following the first closing of the Offering at an exercise price of USD$0.18 per share. The Subscriber acknowledges and understands that at such time when he/she/it subscribes for the Units the first closing of the Offering may have happened and accordingly the Warrants issued to such Subscriber may have a term of less than 60 months. If the Company’s Common Stock trades at a price that closes above USD$0.36 per share for 20 consecutive trading days ending more than two years after the first closing of the Offering, the Company may accelerate the expiration date of the Warrants to a date that is not less than 30 days from the date it gives the registered holders of the Warrants notice of such acceleration.

	d.	Restricted Securities . The offering and sale of the Units are intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D (“Regulation D”) promulgated by the United States Securities and Exchange Commission (the “SEC”) thereunder. The offering and sale of the Units are not registered under the Securities Act, or qualified or registered under the securities laws of any states. Consequently, the Shares and the Warrants included in the Units, as well as the Warrant Shares, may not be sold, transferred or hypothecated without registration under the Securities Act, and applicable state laws or without an exemption from such registration or qualification. The Shares, the Warrants and the Warrant Shares will bear a legend restricting their transfer accordingly, and may bear certain legends required by state law where required.

	e.	No Minimum Offering Amount . There is no minimum number of Units that must be sold to close this Offering.

	f.	Offering Period . The Offering will expire at 5:00 p.m. EST on November 15, 2017, subject to one or more extensions of the Offering for up to an additional 60 days at the joint discretion of the Company and the Agent (defined hereafter) (the period, as extended, if any, shall be referred to as the “Offering Period”). The Company may conduct one or more closings within the Offering Period prior to the receipt of the maximum offering amount of USD$4,500,000.

	g.	Information About The Company . The Company’s shares trade on the TSX Venture Exchange (the “TSX Exchange”) in Canada and the OTC:QB automated quotation system in the United States. The Company files annual, quarterly and periodic reports in the United States and Canada and all such reports are available on the SEC’s EDGAR web site and on the Canadian Securities Administrators’ SEDAR web site. No offering memorandum has been used for this Offering. All of the filings made by the Company at the EDGAR and SEDAR web sites in the past 24 months are deemed to be incorporated herein by reference and shall be deemed to be a part of this Agreement.

		Any statement contained in a document incorporated or deemed to be incorporated by reference in this Agreement shall be deemed to be modified or superseded for purposes of this Agreement to the extent that a statement contained herein or in any subsequently filed document or report that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Agreement.

2. Insider : If the Subscriber will be a new Insider (as that term is defined in the policies of the TSX Exchange) of the Company, the Company is not permitted to close on this subscription until the Company has filed final materials with the TSX Exchange (including the personal information collected in this Agreement) and the TSX Exchange has provided its final acceptance. In these circumstances, the closing date for the Subscription shall be extended to a date which is no later than five Business Days after the TSX Exchange has provided its final acceptance. An Insider includes a director or senior officer of the Company, a person or company that beneficially owns or controls, directly or indirectly, common stock carrying more than 10% of the voting rights attached to all common shock and a director or senior officer of such a holder of common stock.

If the Subscriber is an existing Insider, Insiders have subscribed for more than 25% of the Offering and such amount was not disclosed in the notice of the Offering filed with the TSX Exchange, the closing for the Subscription will occur in escrow and the release from escrow will occur upon the TSX Exchange providing its final acceptance of the Offering. Closing in escrow means that the Subscriber securities and the Purchase Price will be held in escrow by the Company’s legal counsel or the Agent and not released until final acceptance of the Offering is received from the TSX Exchange. If final acceptance is not received within 14 days following the last closing of the Offering, either the Company or the Subscriber may terminate this Subscription Agreement on written notice to the other given while that final acceptance is outstanding, in which case the Purchase Price will be returned to the Subscriber and the Subscriber’s Units will be returned to the Company.

3. Subscription . Subject to the terms and conditions of this Agreement, the Subscriber hereby irrevocably subscribes for the number of Units indicated on the Signature Page of this Agreement.

4. Acceptance of Subscription . It is understood and agreed that the Company shall have the right to accept or reject this subscription, in whole or in part, and for any reason deemed appropriate in its sole discretion, and that the same shall be deemed to be accepted by the Company only when the form of acceptance appearing herein is executed by the Company.

5. Suitability to Invest . This Offering is only open to US citizens resident in the United States. The Subscriber represents that he, she or it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, as indicated by his, her or its responses to the Investor Questionnaire, the form of which is attached hereto as Exhibit A , and that he, she or it is able to bear the economic risk of an investment in the Units. The Subscriber must complete the applicable Investor Questionnaire to enable the Company to assess the Subscriber’s eligibility for the Offering.

6. Agent and Compensation of Broker-Dealer. The Subscriber is aware and understands the following:

	a.	J. Streicher Capital, LLC (the “Agent”) is the Company’s exclusive placement agent in conducting this Offering in the United States; the Agent will not effect any sales of the Units to persons outside of the United States; and

	b.	The Agent will receive: (a) (i) a cash commission equal to 7% of the gross proceeds from the sale of Units to investors brought into the deal by the Agent and (ii) that number of agent warrants (the “Agent Warrants”) which is equal to 7% of the Shares issued in the Offering to investors brought into the deal by the Agent; plus (b) with respect to investors brought into the deal by the Company that are resident in the United States (i) a cash commission equal to 3.5% of the gross proceeds from the sale of Units to investors brought into the deal by the Company, and (ii) that number of Agent Warrants which is equal to 3.5% of the Shares issued in the Offering to investors brought into the deal by the Company; plus (c) a cash commission equal to 1.875% of the gross proceeds from the sale of Units to investors that are officers or directors of the Company and/or participated in the Convertible Debenture Offering of December 7, 2016 that are residents of the United States, and (d) that number of Agent Warrants which is equal to 1.875% of the Shares issued to such investors. Each Agent Warrant is exercisable for one share of Common Stock during the 60 months following the first closing of the Offering for an exercise price of USD$0.15. If the Company’s Common Stock trades at a price that closes above USD$0.30 per share for 20 consecutive trading days ending more than two years after the first closing of the Offering, the Company may accelerate the expiration date of the Warrants to a date that is not less than 30 days from the date it gives the registered holders of the Agent Warrants notice of such acceleration.

7. Confidentiality and No Trading in Securities.

	a.	Each Subscriber acknowledges that the information (the “Confidential Information”) about the Company, this Offering and this Agreement that comes to his/her/its possession in connection with the discussion and evaluation of the merits of the investment on the Units is private and confidential. Such Confidential Information is not to be reproduced or distributed by such Subscriber, other than in connection with confidentially sharing the Confidential Information with such Subscriber’ financial advisors and consultants for the purpose of evaluating this investment. By accepting this Agreement and reading the Confidential Information, the Subscriber agrees with the Company and its Agent to maintain in confidence the Confidential Information, including the existence and the terms of the Offering, and any other non-public information regarding the Company obtained from the Company, the Agent and/or their respective agents during the course of the Offering.

	b.	Each Subscriber acknowledges that it is aware, and that its representatives will be made aware, that in connection with its discussions with the Company regarding an investment in this Offering, they may come into possession of non-public information about the Company (including the existence of this Offering). Accordingly, each Subscriber agrees that it will not trade (or cause or encourage any representative or third party to trade), and will use its commercially reasonable efforts to assure that none of its representatives will trade (or cause or encourage any third party to trade), in any securities of the Company while in possession of any such non-public information. Such restrictions are in addition to, and not in lieu of, any restrictions that the Company may impose upon insiders who are employees or that may be imposed under applicable law.

8. Representations and Warranties of the Subscriber . The Subscriber represents and warrants to the Company and the Agent as follows:

	a.	All documents, records and books pertaining to this investment that have been requested by the Subscriber have been made available for inspection by him/her/it, his/her/its attorney and/or his/her/its accountant;

	b.	Subscriber and/or his/her/its advisor(s) have had a reasonable opportunity to ask questions of, and receive answers from, a person or persons acting on behalf of the Company concerning the offering of the Units, and all such questions have been answered to the full satisfaction of the Subscriber;

	c.	Subscriber is not subscribing for the Units as a result of, or subsequent to, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or on the Internet or broadcast over television, radio or the Internet, any seminar or meeting, any solicitation of a subscription by a person not previously known to the Subscriber in connection with investments in securities generally or any general solicitation whatsoever;

	d.	The Subscriber was offered and sold the Units while in the United States.

	e.	The Subscriber initially became aware of the Offering as a result of being contacted directly by the Agent or an executive officer of the Company, and in particular, not through any press release issued by the Company.

	f.	If the Subscriber is a natural person, the Subscriber has reached the age of majority in the state in which the Subscriber resides, has adequate means of providing for the Subscriber’s current needs and personal contingencies, is able to bear the substantial economic risks of an investment in the Units and, at the present time, could afford a complete loss of such investment;

	g.	Subscriber, and/or his/her/its advisors, has such knowledge and experience in financial, tax and business matters so as to enable him/her/it to utilize the information made available to him/her/it in connection with the offering of the Units in order to evaluate the merits and risks of an investment in the Units and to make an informed investment decision with respect thereto;

	h.	Subscriber is not relying on the Company with respect to the tax and other economic considerations of the Subscriber relating to this investment. In regard to such considerations, Subscriber has relied on the advice of, or has consulted with, only his/her/its own advisors;

	i.	Subscriber is acquiring the Units solely for his/her/its own account as principal, for investment purposes only and not with a view to the resale or distribution thereof, in whole or in part in violation of applicable securities laws, and no other person has a direct or indirect beneficial interest in such Units;

	j.	Subscriber will not sell or otherwise transfer the Units, the Shares, the Warrants or the Warrant Shares without registration under the Securities Act or an exemption therefrom, and fully understands and agrees that such securities have not been registered under the Securities Act or under any state securities laws and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states or unless an exemption from such registration is available;

	k.	Subscriber understands that any certificate evidencing the Units, the Shares, Warrants and the Warrant Shares, will bear a legend reflecting the transfer restrictions imposed thereon and that a notation may be made in the records of the Company restricting the transfer of any Units, Shares, Warrants or Warrant Shares in a manner consistent with the foregoing, such legend to be substantially similar to the following:

THE SECURITIES [AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED BY THE HOLDER THEREOF FOR INVESTMENT AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, AND COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO COUNSEL FOR THE CORPORATION THAT THE TRANSACTION WILL NOT RESULT IN A VIOLATION OF UNITED STATES FEDERAL OR STATE SECURITIES LAWS.

Until such time as it is no longer required under the applicable Canadian securities laws and the rules of the TSX Exchange, certificates representing the Units, including the Shares, Warrants and the Warrant Shares, shall bear the following additional legend:

WITHOUT PRIOR WRITTEN APPROVAL OF THE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [A DATE WHICH IS 4 MONTHS ¹ PLUS ONE DAY FROM THE CLOSING DATE] .

Subscriber is fully aware and understand that the Units, the Shares, the Warrants and the Warrant Shares, will be issued as restricted securities which can only be sold pursuant to Rule 144 promulgated under the Securities Act after the applicable holding period has run;

^{__________________________________________

1} Notwithstanding this language, U.S. holders are required to hold the securities for the applicable holding period provided under Rule 144 promulgated under the Securities Act.

	m.	Subscriber recognizes that the no Federal or state agency has passed upon or endorsed the merits of the investment in the Units or made any finding or determination as to the fairness of this investment;

	n.	If Subscriber is a corporation, partnership, trust or other entity, it is authorized to make this investment and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so;

	o.	If Subscriber is a corporation or a partnership, the person signing this Agreement on its behalf hereby represents and warrants that the information contained herein is true and correct with respect to such shareholders or partners (and if any such shareholder or partner is itself a corporation or a partnership, with respect to all persons having an interest in such corporation or partnership, whether directly or indirectly) and that the person signing this Agreement has made due inquiry to determine the truthfulness and accuracy of the information contained herein;

	p.	Any information which the Subscriber has heretofore furnished and furnishes herewith to the Company, including, without limitation, the certification included in Exhibit A as to his/her/its status as an “accredited investor” as defined by Rule 501(a) under the Securities Act and any other information with respect to his/her/its financial position and business experience set forth herein is correct and complete as of the date hereof;

	q.	This Agreement requires the Subscriber to provide certain information about the Subscriber (the “Personal Information”). Such information is being collected by the Company for the purposes of completing the proposed issuance of the Units, which includes, without limitation, determining the Subscriber’s eligibility to purchase the Units under applicable securities laws, preparing and registering certificates representing the Shares and Warrants and completing filings required by the securities commissions, TSX Exchange and/or other securities regulatory authorities. The Subscriber agrees that the Subscriber’s Personal Information may be disclosed by the Company (including the filing of copies or originals of any of the Subscriber’s documents) to: (a) securities commissions, the TSX Exchange and/or other securities regulatory authorities, (b) the Company’s registrar and transfer agent, and (c) any of the other parties involved in this subscription, including legal counsel, and may be included in record books in connection with this subscription. In the case of information provided to the securities commissions and other securities regulatory authorities, such information is being collected indirectly by them for the purpose of the administration and enforcement of the applicable securities laws and the Subscriber authorizes the indirect collection of such information by them. In the case of the TSX Exchange, the Personal Information is being collected by them for the purposes identified by them from time to time. The Subscriber consents to the foregoing collection, use and disclosure of the Subscriber’s Personal Information and to the collection, use and disclosure of Personal Information by the securities commissions, TSX Exchange and/or other securities regulatory authorities. The title, business address and business telephone number of the public official in Ontario who can answer questions about the Ontario Securities Commission’s indirect collection of the information is the Inquiries Officer, Ontario Securities Commission, 20 Queen Street West, 22nd Floor, Toronto, Ontario M5H 3S8; Telephone: 416-593-8314; exemptmarketfilings@osc.gov.on.ca;

	r.	The Subscriber has no voting or other agreement with another existing shareholder of the Company or investor in this Offering and is not acting as part of a group in making this investment;

	s.	The Subscriber has read and understood the Risk Factors attached to this Agreement as Exhibit B ;

	t.	The Subscriber acknowledges and is aware of that certain Side Letter Agreement entered into by the Company with two subscribers (see Section 9.f. below); and

	u.	The foregoing representations, warranties and agreements, together with all other representations and warranties made or given by the Subscriber to the Company in any other written statement or document delivered in connection with the transactions contemplated hereby, shall be true and correct in all respects on and as of the date of the applicable closing as if made on and as of such date and shall survive the final closing.

9. Representations and Warranties of the Company . The Company represents and warrants to the Subscriber and the Agent as follows:

	a.	Organization and Authority . The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, and to consummate the transactions contemplated hereby.

	b.	Authorization . This Offering and this Agreement have been duly and validly authorized by the Company. This Agreement, assuming due execution and delivery by the Subscriber, when the Agreement is executed and delivered by the Company, will be, valid and binding obligations of the Company, enforceable in accordance with their respective terms, except as the enforceability hereof and thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and general principles of equity, regardless of whether enforcement is considered in a proceeding in equity or at law.

	c.	Non-Contravention . The execution and delivery of this Agreement by the Company and the issuance of the Units as contemplated hereunder do not and will not, with or without the giving of notice or the lapse of time, or both, (i) result in any violation of any provision of the certificate of incorporation or by-laws or similar instruments of the Company or its subsidiaries, (ii) conflict with or result in a breach by the Company or its subsidiaries of any of the terms or provisions of, or constitute a default under, or result in the modification of, or result in the creation or imposition of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or its subsidiaries, pursuant to any agreements, instruments or documents or any indenture, mortgage, deed of trust or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries or any of its properties or assets are bound or affected, in any such case which would have a material adverse effect on the business, properties, operations, condition (financial or other), results of operations or prospects of the Company and its subsidiaries, taken as a whole, or the validity or enforceability of, or the ability of the Company to perform its obligations under, this Agreement, (iii) violate or contravene any applicable law, rule or regulation or any applicable decree, judgment or order of any court, United States federal or state regulatory body, administrative agency or other governmental body having jurisdiction over the Company or any of its subsidiaries or any of its respective properties or assets that would have a material adverse effect on the business, properties, operations, condition (financial or other), results of operations or prospects of the Company and its subsidiaries, taken as a whole, or the validity or enforceability of, or the ability of the Company to perform its obligations under, this Agreement, or (iv) have any material adverse effect on any permit, certification, registration, approval, consent, license or franchise necessary for the Company or its subsidiaries to own or lease and operate any of its properties and to conduct any of its business or the ability of the Company or its subsidiaries to make use thereof.

	d.	Absence of Certain Proceedings . The Company is not aware of any action, suit, proceeding, inquiry or investigation before or by any court, public board or body, or governmental agency pending or threatened against or affecting the Company or any of its subsidiaries, in any such case wherein an unfavorable decision, ruling or finding could adversely affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations under, this Agreement.

	e.	Registration of Securities . Pursuant to the terms of the Registration Rights Agreement, attached hereto as Exhibit C , within 120 days of the final closing of the Offering, the Company shall file a registration statement (the “Registration Statement”) covering the resale of all of the Shares and the Warrant Shares and use its reasonable commercial effort to obtain the effectiveness of the Registration Statement within 150 days from the filing thereof.

	f.	Side Letter Agreement with Certain Subscribers . The Company has agreed to enter into a side letter agreement (the “Side Letter Agreement”) with two institutional subscribers in this Offering (collectively, “Institutional Subscribers”). Pursuant to the Side Letter Agreement, within the two-year period following the final closing of this Offering the Company shall not conduct any future offerings of its securities at a price lower than USD$0.106 per share without the prior written consent of the Institutional Subscribers as long as each Institutional Subscriber continues to hold more than 75% of the securities it acquired in this Offering during such two-year period.

	g.	No Bad Actor Disqualifying Events . None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer participating in the Offering, any beneficial owner of 20% or more of the voting power of the Company’s outstanding voting equity securities, any promoter connected with the Company in any capacity as of the date hereof, and any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Units in the Offering has been subject to certain disqualifying events described in Rule 506(d)(1) of Regulation D. The Company has exercised reasonable care to determine whether any such persons is subject to such a disqualifying event described in Rule 506(d)(1) of Regulation D.

	h.	Authorization of the Offering . The issuance, sale and delivery of the Units has been duly authorized by all necessary corporate action on the part of the Company. The shares of Common Stock comprising the Units have been duly authorized by all necessary corporate action on the part of the Company and, when such shares of Common Stock have been issued, delivered and paid for in accordance with the terms hereof and such issuance has been recorded in the stock ledger of the Company, will be validly issued, fully paid and non-assessable under the Delaware General Corporation Law (the “ DGCL ”).

	i.	Validly Issuance of Warrants and Warrant Shares . The Warrants comprising the Units have been duly authorized by all necessary corporate action on the part of the Company and, when such Warrants have been issued, delivered and paid for in accordance with the terms of this Agreement, will be validly issued. Upon payment of the exercise price therefor in accordance with the terms of the Warrants, the Warrant Shares will be validly issued, fully paid and non-assessable under the DGCL.

	j.	No Conflict . The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not conflict with or result in the creation or imposition of any material lien, claim, charge, encumbrance or restriction upon any property or assets of the Company pursuant to, or constitute a material breach or violation of, or constitute a material default under, with or without notice or lapse of time or both, any of the terms, provisions or conditions of (a) the Certificate, Bylaws or other governing documents of the Company, or (b) any order, decree, judgment, franchise, license, permit, rule or regulation of any court, arbitrator, government or governmental agency or instrumentality in the State of Delaware.

	k.	No Further Authorization Required . Assuming the accuracy of the representations, warranties and covenants of all parties set forth herein, except for filings, registrations or qualifications that may be required by applicable securities laws, including the timely filing of a Form D pursuant to Regulation D with the United States Securities and Exchange Commission (“SEC”) with respect to the offer and sale of the Units, no authorization, approval, consent or order of, or filing, registration or qualification with, any person (including without limitation, any court, governmental body or authority) is required under the DGCL or the federal laws of the United States of America in connection with the offer and sale of the Units as contemplated hereby.

	l.	No Registration Required by Law . Assuming the accuracy of the representations, warranties and covenants of all parties set forth herein, it is not necessary in connection with the offer, sale and delivery of the Units to Purchasers domiciled in the United States of America pursuant to this Agreement to register the same under the Securities Act under the circumstances contemplated herein, subject to the timely filing of a Form D pursuant to Regulation D with respect to the offer and sale of the Units.

	m.	Compliance with Rule 506(b) of Regulation D . During the period in which Units are offered for sale, none of the Company, its affiliates, or any person acting on any of their behalf (other than an Agent or any person acting on its behalf, in respect of which no representation or warranty is made) has taken or will take any action that would cause the exemptions afforded by Section 4(a)(2) of the U.S. Securities Act and Rule 506(b) of Regulation D to be unavailable for offers and sales of Units, the Shares or the Warrants.

	n.	General Solicitation or General Advertising . None of the Company, any of its affiliates or any person acting on behalf of any of them (other than the Agent or any person acting on its behalf, as to whom the Company makes no representation or warranty) has offered or will offer to sell, or has solicited or will solicit offers to buy, any of the Units, the Shares or the Warrants by means of any form of “general solicitation” or “general advertising” (as such terms are defined in Rule 502(c) of Regulation D) or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act.

	o.	Integration . Except with respect to the offer and sale of the Units, neither the Company nor any person acting on behalf the Company has, within six months prior to the date of this Agreement, sold, offered for sale or solicited any offer to buy any of the Company's securities of the same or similar class as any of the securities comprising the Units, the Shares or the Warrants and will not do so for a period of six months following the completion of this Offering, in a manner that would be integrated with the offer and sale of the Units, the Shares or the Warrants and cause the exemption provided by Section 4(a)(2) and Rule 506(b) of Regulation D to become unavailable for the offer and sale of the Units, the Shares or the Warrants.

	p.	Regulation M . None of the Company, its affiliates or any person on behalf of any of them (other than the Agent and any person acting on its behalf, as to whom the Company makes no representation or warranty) has engaged or will engage in any violation of Regulation M under the United States Securities Exchange Act of 1934, as amended, in connection with the Offering contemplated by this Agreement.

	q.	Investment Company . The Company is not, and following the application of the proceeds from the sale of the Units will not be, registered or required to be registered as an “investment company” under the United States Investment Company Act of 1940, as amended.

	r.	Rule 503 Matters . None of the Company or any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D.

	s.	Form D Filing . The Company will complete and file with the SEC a Notice on Form D within 15 days after the first sale of Units, and will make such filings with any applicable state securities commission as required by state law.

	t.	Sales of Units by Issuer . No sales of Units have ultimately been made or will be made directly by the Issuer (i) except through the Agent pursuant to the terms of this Agreement in the United States, or (ii) issuances of securities to existing security holders, officers and directors who are U.S. persons located in the United States. For the avoidance of doubt, all sales of Units in the Offering have been and will be made only in the United States.

10. Use of Proceeds : The Company intends to use the net proceeds of the Offering to pay down debt, for capital expenditures related to the acquisition of new molds and for working capital purposes.

11. Miscellaneous.

	a.	Any notice or other communication given hereunder shall be deemed sufficient if in writing and sent by registered or certified mail, return receipt requested. Notices shall be deemed to have been given three (3) business days after the date of mailing, except notices of change of address, which shall be deemed to have been given when received.

	b.	This Agreement may be amended through a written instrument signed by both the Subscriber and the Company; provided, however, that the terms of Section 11 of this Agreement may be amended without the consent or approval of the Subscriber so long as such amendment applies in the same fashion to all of the other subscribers in the Offering and at least holders of a majority of the Units sold in the Offering have given their approval of such amendment, which approval shall be binding on all holders of the Units.

	c.	This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and assigns. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.

	d.	This Agreement shall be construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law. SUBSCRIBER HEREBY WAIVES ANY RIGHT TO SEEK ANY TYPE OF DAMAGES (INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES AND PUNITIVE DAMAGES) OTHER THAN COMPENSATORY DAMAGES. SUBSCRIBER HEREBY FURTHER WAIVES THE RIGHT TO A TRIAL BY JURY, THE RIGHT TO BRING A CLASS ACTION SUIT, AND OTHER POTENTIAL REMEDIES THAT OTHERWISE MAY BE AFFORDED BY LAW. THIS IS A CLASS ACTION WAIVER THAT APPLIES TO ALL DISPUTES ARISING OUT OF THIS INVESTMENT, INCLUDING BUT NOT LIMITED TO ANY DISPUTES WITH THE COMPANY, ITS AGENT, AND ALL OF THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, OFFICERS, DIRECTORS, OR ATTORNEYS.

	e.	This Agreement may be executed in counterparts. It shall not be binding upon the Company unless and until it is accepted by the Company. Upon the execution and delivery of this Agreement by the Subscriber, this Agreement shall become a binding obligation of the Subscriber with respect to the purchase of the Units as herein provided; subject, however, to the right hereby reserved to the Company to enter into the same agreements with other subscribers and to add and/or to delete other persons as subscribers. This Agreement may be executed and delivered by facsimile or by email with scanned copy.

	f.	The holding of any provision of this Agreement to be invalid or unenforceable by a court of competent jurisdiction shall not affect any other provision of this Agreement, which shall remain in full force and effect.

	g.	It is agreed that a waiver by either party of a breach of any provision of this Agreement shall not operate, or be construed, as a waiver of any subsequent breach by that same party.

	h.	The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Agreement.

	i.	This Agreement is intended to be read and construed in conjunction with the Registration Rights Agreement pertaining to the issuance by the Company of the Shares and Warrant Shares. Accordingly, pursuant to the terms and conditions of this Agreement and such related agreements it is hereby agreed that the execution by the Subscriber of this Agreement, in the place set forth herein, shall constitute agreement to be bound by the terms and conditions hereof and the terms and conditions of the Registration Rights Agreement, with the same effect as if each of such separate but related agreement were separately signed.

	j.	The obligation of the Subscriber hereunder is several and not joint with the obligations of any other subscribers for the purchase of the Units in the Offering (the “Other Subscribers”), and the Subscriber shall not be responsible in any way for the performance of the obligations of any Other Subscribers of the Offering. Nothing contained herein and no action taken by the Subscriber pursuant hereto shall be deemed to constitute the Subscriber and the Other Subscribers of the Offering as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Subscriber and the Other Subscribers of the Offering are in any way acting in concert with respect to

such obligations or the transactions contemplated by this Agreement. The Subscriber shall be entitled to protect and enforce the Subscriber’s rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any Other Subscribers of the Offering to be joined as an additional party in any proceeding for such purpose. The Subscriber is not acting as part of a “group” (as that term is used in Section 13(d) of the Exchange Act) in negotiating and entering into this Agreement or purchasing, disposing of or voting any of the Units. The Company hereby confirms that it understands and agrees that the Subscriber is not acting as part of any such group.

[SIGNATURE PAGE FOLLOWS]

OMNIBUS SIGNATURE PAGE TO THE
SUBSCRIPTION AGREEMENT
AND REGISTRATION RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Subscription Agreement as of this ____ day of ___________, 2017.


Units Subscribed For:	___________________________________

Total Subscription Price (USD$0.106 for each Unit) :	$ __________________________________

*Subscriber:*



Full Legal Name of Subscriber (Please print)		Full Legal Name of Co-Subscriber (if applicable)



Signature of (or on behalf of) Subscriber		Signature of or on behalf of Co-Subscriber (if
		applicable)


Name:
Title:



Address of Subscriber		Address of Co-Subscriber (if applicable)


Telephone No. of Subscriber		Telephone No. of Co-Subscriber (if applicable)


Social Security or Taxpayer		Social Security or Taxpayer Identification


Identification Number of Subscriber		Number of Co-Subscriber (if applicable)

Agreed to and accepted by the Company:

SECURITY DEVICES INTERNATIONAL INC.

By: __________________________
Authorized Officer

Exhibit A

SECURITY DEVICES INTERNATIONAL INC.

ACCREDITED INVESTOR CERTIFICATION

Please complete and return the applicable paperwork based on the registration type below:

	[ ]	Corporate Account
		Certification of Accredited Investor
		Corporate Resolution
		Investor Information
		Valid government issued photo ID with signature
		W9

	[ ]	Individual Account
		Certification of Accredited Investor
		Investor Information
		Valid government issued photo ID with signature
		W9

	[ ]	Individual Retirement Account (IRA)
		Certification of Accredited Investor
		Investor Information
		Valid government issued photo ID with signature
		W9

	[ ]	Joint Account (2 or more investors)
		Certification of Accredited Investor
		Investor Information
		Valid government issued photo ID with signature
		W9 for each investor

	[ ]	Trust Account
		Certification of Accredited Investor
		Investor Information
		Trust Agreement, including names of trustees and signature pages
		Valid government issued photo ID with signature
		W9

************************************************

I understand that investment in the Units of Security Devices International Inc. (the “ Company ”) is an illiquid investment. In particular, I recognize that I must bear the economic risk of investment in the Units of the Company (the “ Units ”) for an indefinite period of time, since the Units, the Shares, the Warrants and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “ Securities Act ”) and therefore cannot be sold unless either they are subsequently registered under the Securities Act or an exemption from such registration is available and an opinion of counsel satisfactory in substance and form to counsel for the Company to that effect is obtained. I consent to the affixing by the Company of such legends on certificates representing the Shares, the Warrants and the Warrant Shares as any applicable federal or state securities law or any securities law of any other applicable jurisdiction may require from time to time.

A-1

I represent and warrant to the Company that: (i) the information provided in this Accredited Investor Certification is complete, true and correct; (ii) I and my Investment Managers, if any, have carefully reviewed and understand the risks of, and other considerations relating to, a purchase of the Units; (iii) I and my Investment Managers, if any, have been afforded the opportunity to obtain any information necessary to verify the accuracy of any representations or information provided to me and have had all inquiries to the Company answered, and have been furnished all requested materials, relating to the Company and the offering and sale of the Units; (iv) neither I nor my Investment Managers, if any, have been furnished any offering literature by the Company or any of its affiliates, associates or agents other than the Subscription Agreement; and (v) I am acquiring the Units for which I am subscribing for my own account, as principal, for investment and not with a view to the resale or distribution of all or any part of the Units.

I understand that the purchase price for the Units does not reimburse for any costs incurred by me for legal, tax, accounting or financial advice, including fees paid to my purchaser representative, if any.

The undersigned, if a corporation, partnership, trust or other form of business entity, (i) is authorized and otherwise duly qualified to purchase and hold the Units, (ii) has obtained such additional tax and other advice that it has deemed necessary, (iii) has its principal place of business at its residence address set forth in this Subscription Agreement, and (iv) has not been formed for the specific purpose of acquiring the Units (although this may not necessarily disqualify the Subscriber as a purchaser). The persons executing the Subscription Agreement, as well as all other agreements related to the Offering, if any, represent that they are duly authorized to execute all such agreements on behalf of the entity. (If the undersigned is one of the aforementioned entities, it agrees to supply any additional written information that may be required.)

All of the information which I have furnished to the Company and which is set forth in the Subscription Agreement is correct and complete as of the date of the Subscription Agreement. If any material change in this information should occur prior to my subscription being accepted, I will immediately furnish the revised or corrected information. I further agree to be bound by all of the terms and conditions of the Offering described in the Subscription Agreement and the other documents and agreements related thereto, if any. I am the only person with a direct or indirect interest in the Units subscribed for by this Subscription Agreement. I agree to indemnify and hold harmless the Company and its officers, directors, affiliates, agents, and attorneys, including the Placement Agent and its attorneys, from and against all damages, losses, costs and expenses (including reasonable attorneys’ fees) that they may incur by reason of the failure of the undersigned to fulfill any of the terms or conditions of this Subscription Agreement or by reason of any breach of the representations and warranties made by the undersigned herein or in any agreement provided by the undersigned to the Company in connection with this Offering. This subscription is not transferable or assignable by me without the written consent of the Company. If more than one person is executing this Agreement, the obligations of each shall be joint and several and the representations and warranties contained in this Subscription Agreement shall be deemed to be made by, and be binding upon, each of these persons and his or her heirs, executors, administrators, successors and assigns. This subscription, upon acceptance by the Company, shall be binding upon my heirs, executors, administrators, successors and assigns. This Subscription Agreement shall be construed in accordance with and governed in all respects by the laws of the State of Delaware.

Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Subscription Agreement.

INDIVIDUAL and JOINT ACCOUNTS

I certify that I am an accredited investor by initialing in the applicable space (initial both spaces if both apply):

____________ ____________

I had an Individual Income* of more than $200,000 in the past two full calendar years. I expect to have an Individual Income in excess of $200,000 in this calendar year; or my spouse and I had Joint Income* in excess of $300,000 in the past two full calendar years, and we expect to have a Joint Income in excess of $300,000 in this calendar year. My/our income(s) last year was/were:

	[ ] <$50,000	[ ] $50,001 - $100,000
	[ ] $100,001 - $250,000	[ ] $250,001 - $500,000
	[ ] $500,001 - $750,000	[ ] $750,001 - $1,000,000
	[ ] $1,000,001 - $2,500,000	[ ] $2,500,001 - $5,000,000
	[ ] $5,000,001 - $7,500,000	[ ] >$7,500,001

and two years ago was/were:

	[ ] <$50,000	[ ] $50,001 - $100,000
	[ ] $100,001 - $250,000	[ ] $250,001 - $500,000
	[ ] $500,001 - $750,000	[ ] $750,001 - $1,000,000
	[ ] $1,000,001 - $2,500,000	[ ] $2,500,001 - $5,000,000
	[ ] $5,000,001 - $7,500,000	[ ] >$7,500,001

____________ ____________

I/We have a total Net Worth* in excess of $1,000,000 USD, excluding primary residence.

____
* See additional information below.

Income. For purposes of this Subscription Agreement, “Individual Income” means “adjusted gross income” as reported for Federal income tax purposes, exclusive of any income attributable to a spouse or to property owned by a spouse:

(1)	the amount of any interest income received which is tax-exempt under Section 103 of the Internal Revenue Code of 1986, as amended, (the “ Code ”)
(2)	the amount of the losses claimed as a limited partner in a limited partnership (as reported on Schedule E of IRS Form 1040)
(3)	any deduction claimed for depletion under Section 611, et seq. of the Code and
(4)	any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income pursuant to the provisions of Sections 1202 of the Internal Revenue Code as it was in effect prior to enactment of the Tax Reform Act of 1986.

(Items (1) to (4), inclusive, above is referred to herein as the “ Adjustment Amounts ”)

For purposes of this Subscription Agreement, “Joint Income” means “adjusted gross income” as reported for Federal income tax purposes, including any income attributable to a spouse or to property owned by a spouse, and increased by the Adjustment Amounts, as defined above.

Net Worth . For your calculation of Net Worth, exclude (i) from your assets the fair market value of your primary residence and (ii) from your liabilities the debt that is secured by your primary residence up to the fair market value of the primary residence (i.e., debt secured by your primary residence that exceeds its fair market value must be included as a liability). In any event, if there was any increase in the amount of debt secured by your primary residence within the past 60 days, you are required to include a liability in an amount equal to such increase, unless such increase in debt was incurred in connection with the purchase of your primary residence.

CORPORATE ACCOUNT

Initial applicable space(s) below. See additional information below under DEFINITION OF “ACCREDITED INVESTOR”, on the following page.

____________ ____________	An employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, provided that the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, and the plan fiduciary is a bank, savings and loan association, insurance company or registered investment adviser; or

____________ ____________	An employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 that has total assets in excess of $5,000,000; or

____________ ____________	Each of its shareholders, partners, or beneficiaries meets at least one of the conditions described under the above section, INDIVIDUAL AND JOINT ACCOUNTS. Please also initial the appropriate space(s) in that section; or

____________ ____________	The plan is a self-directed employee benefit plan and the investment decision is made solely by a person that meets at least one of the conditions described above under INDIVIDUAL AND JOINT ACCOUNTS. Please also initial the appropriate space in that section; or

____________ ____________	A corporation, a partnership or a Massachusetts or similar business trust with total assets in excess of $5,000,000.

TRUST ACCOUNT

____________ ____________	The trust has total assets in excess of $5,000,000 and the investment decision has been made by a “sophisticated person;”*

____________ ____________	The trustee making the investment decision on its behalf is a bank (as defined in Section 3(a)(2) of the Act), a saving and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, acting in its fiduciary capacity; or

____________ ____________	The grantor(s) of the trust may revoke the trust at any time and regain title to the trust assets and has (have) retained sole investment control over the assets of the trust and the (each) grantor(s).

DEFINITION OF “ACCREDITED INVESTOR”

The term “accredited investor” means:

A bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 (the “ Investment Company Act ”) or a business development company as defined in Section 2(a)(48) of the Investment Company Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; 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, if such plan has total assets in excess of US $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (“ ERISA ”), if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of US $5,000,000 or, if a self- directed plan, with investment decisions made solely by persons that are accredited investors.
A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
An organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of US $5,000,000.
A director or executive officer of the Company.
A natural person whose individual net-worth or joint net worth with that person’s spouse, at the time of his or her purchase exceeds US $1,000,000. See Definitions section, above, for additional information.
A natural person who had an individual income in excess of US $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. See Definitions section, above, for additional information.
A trust, with total assets in excess of US $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) (i.e., a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment).
An entity in which all of the equity owners are accredited investors. (The Subscriber must identify each equity owner and provide statements signed by each demonstrating how each is qualified as an accredited investor.)

SUBSCRIBER QUESTIONNAIRE

Subscriber Name

Subscriber Tax ID	________________________ Country of Citizenship _________________________________

Investment	$ USD
Amount

Source of funds for this investments	[ ] Annuity	[ ] Gift	[ ] Income from earnings
	[ ] Inheritance	[ ] Insurance Proceeds	[ ] Investment Proceeds
	[ ] Legal Settlement	[ ] Lottery/Gaming	[ ] Pension/IRA/Retirement
	[ ] Sale of business	[ ] Spouse/Parent	[ ] Other
Is this account a private banking account defined under the USA Patriot Act?		[ ] Yes [ ] No
Is this an account for a foreign bank as defined under the USA Patriot Act?		[ ] Yes [ ] No

Contact Information ( This address will be used for mailing unless you indicate otherwise) :

INDIVIDUAL CONTACT INFORMATION :


Street Address


City, State		Zip Code


Home Phone Number		Fax Number


Email Address

ENTITY CONTACT INFORMATION :


Name of Company


Contact Name		Email Address


Street Address		Suite/Floor


City, State		Zip Code


Business Phone Number		Fax Number

For Individual Investors

Income	[ ] <$50,000	[ ] $50,001 - $100,000
	[ ] $100,001 - $250,000	[ ] $250,001 - $500,000
	[ ] $500,001 - $750,000	[ ] $750,001 - $1,000,000
	[ ] $1,000,001 - $2,500,000	[ ] $2,500,001 - $5,000,000
	[ ] $5,000,001 - $7,500,000	[ ] >$7,500,001

Source of Income _____________________________________

Occupation _____________________________________	Industry _____________________________________

Education _____________________________________	If retired, former _____________________________________
	occupation
Employer Name _____________________________________
	No. of Years
Employer Address _____________________________________

Marital Status [ ] M [ ] M [ ] DM [ ] DP M [ ] Dependents M [ ] 0 M [ ] 1 M [ ] 2 M [ ] >2 W

Liquid Net Worth
[   ] <$50,000                          [   ] $50,001 - $100,000                [   ]  $100,001 - $250,000               [   ]  $250,001 - $500,000
[   ] $500,001 - $750,000        [   ]  $750,001 - $1,000,000          [   ] $1,000,001 - $2,500,000          [   ] $2,500,001 - $5,000,000
[   ] $5,000,001 - $7,500,000 [   ] >$7,500,001

Net Worth (excluding primary residence)
[   ] <$50,000                          [   ] $50,001 - $100,000                [   ]  $100,001 - $250,000               [   ]  $250,001 - $500,000
[   ] $500,001 - $750,000        [   ]  $750,001 - $1,000,000          [   ] $1,000,001 - $2,500,000          [   ] $2,500,001 - $5,000,000
[   ] $5,000,001 - $7,500,000 [   ] >$7,500,001

Annual Expenses (recurring)
[ ] $50,000 and under [ ] $50,001 - $100,000 [ ] $100,001 - $250,000 [ ] $250,001 - $500,000

Special Expenses (Future, non-recurring)
[ ] None [ ] $50,000 and under [ ] $50,001 - $100,000 [ ] $100,001 - $250,000
Timeframe for Special Expenses
[ ] Within 1 year [ ] 2 – 3 years [ ] 3 – 5 years [ ] 6 – 8 years [ ] > 8 years [ ] None

Are you or anyone with an interest in this account either: (1) a senior military, governmental, or political official in a non-US country, or (2) closely associated with an immediate family member of such an official?

[ ] Yes [ ] No If yes, identify the name of the official, office held, and ____________________________________ country

BROKER DEALER AFFILIATIONS

Are you an employee of J. Streicher Capital, LLC?	[ ] Yes	[ ] No
Are your related to an employee of J. Streicher Capital,	[ ] Yes	[ ] No	If yes, specify relationship to the
LLC			employer


Are you an employee of another broker dealer?	[ ] Yes	[ ] No	If yes, name of the broker dealer

Are you related to an employee of another broker dealer?	[ ] Yes	[ ] No	If yes, specify relationship to the
			employee


Are you maintaining other brokerage accounts?	[ ] Yes	[ ] No	If yes, specify financial institution

Are you a senior officer, director, or 10% or more shareholder of a public company?	[ ] Yes	[ ] No
	If yes, specify company

INSIDER STATUS	PRESENT OWNERSHIP OF SECURITIES
	You either [CHECK APPROPRIATE ITEM] :
You either *[CHECK APPROPRIATE ITEM]* :	______ DO NOT own or control directly or indirectly, or
______ ARE NOT an Insider of the Company.	exercise control or direction over, any Common
______ ARE an “Insider” of the Company as defined in	Stock or securities convertible into Common Stock; or
the Rules of the TSX Exchange.
“Insider” includes:	______ DO own directly or indirectly, or exercises control
(a) a director or senior officer of the Company;	or direction over ___________________, shares
(b) a director or senior officer of a person that is itself an	of Common Stock and convertible securities
insider or subsidiary of the Company; or	entitling the Subscriber to acquire an additional
(c) a person that beneficially owns or controls, directly or	____________________shares of Common Stock.
indirectly, common stock carrying more than 10% of the
voting rights attached to all outstanding common stock of the
Company

CORPORATE PLACEE REGISTRATION FORM

If you are not an individual, you either [CHECK
APPROPRIATE ITEM] :
HAVE PREVIOUSLY FILED with the TSX
Exchange a Form 4C, Corporate Placee
Registration Form, and there has been no change
to any of the information in the Form 4C
previously filed; or
HEREBY DELIVER to the Corporation a
completed Form 4C in the form attached as
Exhibit D for filing with the TSX Exchange.

Exhibit B

SECURITY DEVICES INTERNATIONAL INC.

RISK FACTORS

Risks Relating to Our Business

Senior and Subordinate Secured Convertible Debentures

On December 7, 2016, the Company entered a Securities Purchase Agreement with several accredited investors to sell $1,500,000 of 10% senior secured convertible notes (the “Secured Notes”), convertible into shares of the Company’s Common Stock, in a private placement pursuant to Regulation D under the Securities Act. Concurrent with the sale of the Secured Notes, CAD$1,364,000 of the Company’s outstanding unsecured debentures (the “Unsecured Debentures”), were exchanged for an equal principal amount of the subordinated secured debentures and an additional CAD$37,000 of subordinated secured debentures were issued in satisfaction of a portion of the accrued interest on the Unsecured Debentures. Both senior and subordinated secured debentures mature on June 6, 2019 unless converted or extended and are fully secured against the undertaking, property and assets of the Company including its patents. Inability to repay the secured debt on maturity, if the debt is neither converted nor extended, will result in the financial condition of the Company to be materially adversely affected and could result in investors losing all or part of their investment in this Offering.

Additional Financing

The Company does not have adequate revenue, cash flow or capital to fund all of its operational needs and may require additional financing to continue its operations if it is unable to generate substantial revenue growth or raise additional capital. There can be no assurance that such financing will be available at all or on favorable terms. Any additional financing could result in dilution to investors. In addition, the Company’s failure to generate substantial revenue growth or borrow or raise additional capital would likely result in delay or indefinite postponement of the Company’s deployment of its products, resulting in the possible loss to investors of part or all of their investment in the Company.

Uncertainty of Revenue or Revenue Growth

There can be no assurance that the Company can generate substantial revenue or revenue growth, or that any revenue growth that is achieved can be sustained. Even the limited revenue that the Company has achieved or may achieve may not be indicative of future operating results. In addition, the Company may increase further its operating expenses in order to increase its sales and marketing efforts and increase its administrative resources in anticipation of future growth. To the extent that increases in such expenses precede or are not subsequently followed by increased revenues, the Company’s business, operating results and financial condition will be materially adversely affected.

Dependence on Management and Key Personnel

The Company is dependent on certain members of its senior management. The loss of the services of one or more of them could adversely affect the Company. The Company’s ability to maintain its competitive position is also dependent upon its ability to attract and retain highly qualified managerial, specialized technical, manufacturing, sales and marketing personnel. There can be no assurance that the Company will be able to continue to recruit and retain such personnel. The inability of the Company to recruit and retain such personnel would adversely affect the Company’s operations and product development.

B-1

Dependence on Key Suppliers

The Company purchases certain key components of its products from a limited number of suppliers. Failure of a supplier to provide sufficient quantities on favorable terms or on a timely basis could result in possible lost sales.

Product Liability

The Company may be subject to proceedings or claims that may arise in the ordinary conduct of the business or otherwise, which could include product and service warranty claims, as well as damages claims, any or all of which could be substantial. If the Company’s products fail to perform as warranted and it fails to quickly resolve product quality or performance issues in a timely manner, sales may be lost and the Company may be forced to pay damages. Any failure to meet customer requirements could materially affect the Company’s business, results of operations and financial condition. In addition, the occurrence of product defects could result in claims or litigation for damages, the cost of which could be substantial. The inability of the Company to correct errors could additionally result in the delay or loss of market acceptance of its products, material warranty expense, diversion of technological and other resources from its product development efforts, and the loss of credibility with customers, manufacturer’s representatives, distributors, value added resellers, systems integrators, original equipment manufacturers and end-users, any of which could have a material adverse effect on the Company’s business, operating results and financial conditions.

The Company currently has general liability insurance that includes product liability coverage. There is no assurance this insurance policy will cover any or all potential claims, which may have a material adverse effect on the business or financial condition of the Company. A product recall could also have a material adverse effect on the business or financial condition of the Company.

Insurance and Uninsured Risks

The Company’s business is subject to a number of risks and hazards including industrial accidents, labor disputes and changes in the regulatory environment. Such occurrences could result in damage to equipment, personal injury or death, monetary losses and possible legal liability. Although the Company maintains liability insurance in amounts which it considers adequate, the nature of these risks is such that liabilities might exceed policy limits, the liabilities and hazards might not be insurable, or the Company may elect not to insure against such liabilities due to high premium costs or other reasons, in which event the Company could incur significant costs that could have a materially adverse effect upon its financial position.

Adverse Effect of Possible Litigations

From time to time in the normal course of business or otherwise, the Company may become subject to litigation that may result in liability material to the Company’s financial statements as a whole or may negatively affect its operating results if changes to business operation are required. The cost to defend such litigation may be significant and may require a diversion of the Company’s resources. There also may be adverse publicity associated with litigation that could negatively affect customer perception of the Company’s business, regardless of whether the allegations are valid or whether the Company is ultimately found liable. As a result, litigation may adversely affect the Company’s business, financial condition and results of operations.

B-2

Strategic Alliances

The Company relies upon, and expects to rely upon, strategic alliances with original equipment manufacturers for the manufacturing and distribution of its products. There can be no assurance that such strategic alliances can be achieved or will achieve their goals.

Marketing and Distribution Capabilities

In order to commercialize its technology, the Company must either acquire or develop an internal marketing and sales force with technical expertise and with supporting distribution capabilities or arrange for third parties to perform these services. In order to market any of its products, the Company must either acquire or develop a sales and distribution infrastructure. The acquisition or development of a sales and distribution infrastructure would require substantial resources which may be unavailable to the Company. In addition, developing or acquiring a sales force would divert the attention of its management and key personnel and defer could result in a delay of the Company’s product development and deployment efforts. To the extent that the Company enters into marketing and sales arrangements with other companies, its revenues will depend on the efforts of others. These efforts may not be successful. If the Company fails to develop substantial sales, marketing and distribution channels, or enter into arrangements with third parties for those purposes, it will experience delays in product sales, reduced revenue and cash flow, if any, and increase costs and expenses. Failure to develop sales would in all likelihood adversely impact the Company’s ability to continue operations and could result in a loss to investors of part or all of their investment.

Rapid Technological Development

The Company’s business is the development, manufacture and sale of less-lethal ammunition. The markets for the Company’s products and services in the ammunition industry are characterized by rapidly changing technology and evolving industry standards, which could result in product obsolescence or short product life cycles. Accordingly, the Company’s success is dependent upon its ability to anticipate technological changes in the industries it serves and to successfully identify, obtain, develop and market new products that satisfy evolving industry requirements. There can be no assurance that the Company will successfully develop new products or enhance and improve its existing products or that any new products and enhanced and improved existing products will achieve market acceptance. Further, there can be no assurance that competitors will not market products that have perceived advantages over the Company’s products or which render the products currently sold by the Company obsolete or less marketable. Regardless of the industry as a whole, the less lethal sector of ammunition moves somewhat slower in the adaptation and integration of new products.

The Company must commit significant resources to developing new products before knowing whether its investments will result in products the market will accept. To remain competitive, the Company may be required to invest significantly greater resources then currently anticipated in research and development and product enhancement efforts, and result in increased operating expenses.

Competition

The Company’s industry is highly competitive and composed of many domestic and foreign companies. The Company has experienced and expects to continue to experience, substantial competition from numerous competitors whom it expects to continue to improve their products and technologies. Competitors may announce and introduce new products, services or enhancements that better meet the needs of end-users or changing industry standards, or achieve greater market acceptance due to pricing, sales channels or other factors. Competitors may be able to respond more quickly than the Company to changes in end-user requirements and devote greater resources to the enhancement, promotion and sale of their products.

B-3

Regulation

The Company is subject to numerous federal, provincial, state and local environmental, health and safety legislation and measures relating to the manufacture of ammunition. There can be no assurance that the Company will not experience difficulties with its efforts to comply with applicable regulations as they change in the future or that its continued compliance efforts (or failure to comply with applicable requirements) will not have a material adverse effect on the Company’s results of operations, business, prospects and financial condition. The Company’s continued compliance with present and changing future laws could restrict the Company’s ability to modify or expand its facilities or continue production and could require the Company to acquire costly equipment or to incur other significant expense.

Political Regulatory Risks

Any changes in government policy may result in changes to laws affecting the sale of the Company’s products. This may affect the Company’s ability to ship product in the future. The possibility that future governments may adopt substantially different policies, may also affect the Company’s operations. Local governments in all countries the Company deals with issue end user certificates to purchase or receive live ammunition from the Company. It is the decision of these countries in the Middle East, the United States, Canada, Europe, Africa, and the Baltics whether or not they will take possession or purchase such munitions.

Intellectual Property

The Company’s ability to compete effectively will depend, in part, on its ability to maintain the proprietary nature of its technology and manufacturing processes. Although the Company considers certain of its product designs as well as manufacturing processes involving certain of its products to be proprietary, patents or copyrights do not protect all design and manufacturing processes. The Company has adopted procedures to protect its intellectual property and maintain secrecy of its confidential business information and trade secrets. However, there can be no assurance that such procedures will afford complete protection of such intellectual property, confidential business information and trade secrets. There can be no assurance that the Company’s competitors will not independently develop technologies that are substantially equivalent or superior to the Company’s technology.

To protect the Company’s intellectual property, it may become involved in litigation, which could result in substantial expenses, divert the attention of its management, cause significant delays and materially disrupt the conduct of its business.

Infringement of Intellectual Property Rights

While the Company believes that its products and other intellectual property do not infringe upon the proprietary rights of third parties, its commercial success depends, in part, upon the Company not infringing intellectual property rights of others. A number of the Company’s competitors and other third parties have been issued or may have filed patent applications or may obtain additional patents and proprietary rights for technologies similar to those utilized by the Company. Some of these patents may grant very broad protection to the owners of the patents. The Company has not undertaken a review to determine whether any existing third party patents or the issuance of any third party patents would require the Company to alter its technology, obtain licenses or cease certain activities. The Company may become subject to claims by third parties that its technology infringes their intellectual property rights due to the growth of products in its target markets, the overlap in functionality of those products and the prevalence of products. The Company may become subject to these claims either directly or through indemnities against these claims that it provides to end-users, manufacturer’s representatives, distributors, value added resellers, system integrators and original equipment manufacturers.

B-4

Litigation may be necessary to determine the scope, enforceability and validity of third party proprietary rights or to establish the Company’s proprietary rights. Some of its competitors have, or are affiliated with companies having, substantially greater resources than the Company and these competitors may be able to sustain the costs of complex intellectual property litigation to a greater degree and for a longer period of time than the Company. Regardless of their merit, any such claims could be time consuming to evaluate and defend, result in costly litigation, cause product shipment delays or stoppages, divert management’s attention and focus away from the business, subject the Company to significant liabilities and equitable remedies, including injunctions, require the Company to enter into costly royalty or licensing agreements and require the Company to modify or stop using infringing technology.

The Company may be prohibited from developing or commercializing certain technologies and products unless it obtains a license from a third party. There can be no assurance that it will be able to obtain any such license on commercially favorable terms or at all. If it does not obtain such a license, it could be required to cease the sale of certain of its products.

Health and Safety

Health and safety issues related to the Company’s products may arise that could lead to litigation or other action against the Company or to regulation of certain of its product components. The Company may be required to modify its technology and may not be able to do so. It may also be required to pay damages that may reduce its profitability and adversely affect its financial condition. Even if these concerns prove to be baseless, the resulting negative publicity could affect the Company’s ability to market certain of its products and, in turn, could harm its business and results from operations.

Stress in the Global Financial System

Recent events have demonstrated that businesses and industries throughout the world are very tightly connected to each other. Thus, events seemingly unrelated to the Company, or to its industry, may adversely affect its finances or operations in ways that are hard to predict or defend against. For example, credit contraction in financial markets may hurt the Company’s ability to access credit when it is needed or rapid changes in foreign exchange rates may adversely affect financial results. Finally, a reduction in credit, combined with reduced economic activity, may adversely affect businesses and industries that collectively constitute a significant portion of the Company’s customer base. As a result, these customers may need to reduce their purchases of the Company’s products, or there may be greater difficulty in receiving payment for the products that these customers purchase from the Company. Any of these events, or any other events caused by turmoil in world financial markets, may have a material adverse effect on the business, operating results, and financial condition.

B-5

Conflicts of Interest

Certain directors and officers of the Company are or may become associated with other companies in the same or related industries which may give rise to conflicts of interest. Directors who have a material interest in any person who is a party to a material contract or a proposed material contract with the Company are required, subject to certain exceptions, to disclose that interest and generally abstain from voting on any resolution to approve the contract. In addition, the directors and the officers are required to act honestly and in good faith with a view to the best interests of the Company. The directors and officers of the Company have either other full-time employment or other business or time restrictions placed on them and accordingly, the Company will not be the only business enterprise of these directors and officers.

Risks Related To the Offering and Our Securities

Reliance on Exemptions From Registration

The Offering is being made in reliance upon Section 4(a)(2) of the Securities Act and/or the provisions of Rule 506(b) of Regulation D promulgated thereunder, and the exemptions from registration provided by the laws of certain states in which the Offering is conducted. Reliance on these exemptions does not, however, constitute a representation or guarantee that such exemptions are, indeed, available. If for any reason the Offering is deemed not to qualify as exempt under Section 4(a)(2) or Rule 506(b) of Regulation D, and if no other exemption from registration or qualification is available, and the Offering is not registered or qualified with the applicable federal or state authorities, the offer and sale of the Units would be deemed to have been made in violation of the applicable laws requiring such registration or qualification. As a remedy, in the event of such violation, each investor purchasing the Units in the Offering would have the right to rescind his/her/its purchase of the Units and to have his/her/its purchase price returned. If an investor requests a return of his/her/its purchase price, funds might not be available for that purpose. In that event, liquidation of our company might be required. Any refunds made would reduce funds available for our operations. A significant number of requests for rescission would probably leave us without funds sufficient to respond to such requests or successfully to proceed with our activities.

Illiquid Investment

An investment in the Company requires a long-term commitment, with no certainty of return. Currently there is no liquid market for our Common Stock and we cannot guarantee that such liquid market for our Common Stock would develop in the near future. The lack of an active market may also reduce the fair market value of your Common Stock. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares. Moreover, we do not expect security analysts of brokerage firms to provide coverage of our company in the near future.

Limitation on Sale and Transfer

The Units are being offered and sold pursuant to one or more exemptions from the registration requirement of the Securities Act and without qualification or registration under the securities laws of various states. Consequently, the Units offered hereby may not be sold, transferred or hypothecated without registration under the Securities Act, and applicable state laws or without an exemption from such registration or qualification. The Units, including the Shares, the Warrants and Warrant Shares, will bear a legend restricting their transfer accordingly, and may bear certain legends required by state law where required.

B-6

General Venture Company Risks

The Units must be considered highly speculative due to the nature of the Company’s business, the early stage of its deployment, its current financial position and ongoing requirements for capital. An investment in the Units should only be considered by those persons who can afford a total loss of investment, and is not suited to those investors who may need to dispose of their investment in a timely fashion. Investors should consult with their own professional advisors to assess the legal, financial and other aspects of an investment in the Units.

Dividend Policy

The Company has not paid dividends in the past and has no plans to pay dividends for the foreseeable future. The future dividend policy of the Company will be determined by its directors.

Market Price of Common Stock

There can be no assurance that an active market for the Common Stock will be sustained. Securities of small and midcap companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include global economic developments and market perceptions of the attractiveness of certain industries. The price per share of Common Stock is also likely to be affected by change in the Company’s financial condition or results of operations as reflected in its quarterly filings. Other factors unrelated to the performance of the Company that may have an effect on the price of Common Stock include the following: the extent of analytical coverage available to subscribers concerning the business of the Company may be limited if investment banks with research capabilities do not follow the Company’s securities; lessening in trading volume and general market interest in the Company’s securities may affect a subscriber’s ability to trade significant numbers of shares of Common Stock, the size of the Company’s public float may limit the ability of some institutions to invest in the Company’s securities; a substantial decline in the price of the Common Stock that persists for a significant period of time could cause the Company’s securities to be delisted from the exchange, further reducing market liquidity. If an active market for the Common Stock does not continue, the liquidity of a subscriber’s investment may be limited and the price of the Common Stock may decline. If such a market does not develop, subscribers may lose their entire investment in the Units.

Management’s Broad Discretion in the Use of Proceeds

Management of the Company will have broad discretion in allocating the net proceeds of the Offering, which creates uncertainty for shareholders and could adversely affect the Company’s business, prospects, financial condition and results of operations.

No Investor Counsel Retained to Represent the Subscribers

Counsel has not been retained to represent the Subscribers of the Units. Prospective Subscribers of the Units are urged to consult with their own legal counsel, and retain their services as deemed necessary.

Arbitrary Basis of the Offering Price of the Units

The offering price of the Units and the exercise price of the Warrants were determined by us on an arbitrary basis and bear no relationship to earnings, asset values, book value or any other recognized criteria of value. The offering price of the Units and the exercise price of the Warrants should not be viewed as an indication of the value of those securities.

B-7

No Escrow

All funds from investors will be delivered directly to the Company, without provision for escrow.

No Minimum Proceeds Required

There is no minimum number of Units that must be sold to close this Offering. If only limited proceeds are raised in the Offering, they may not be enough for the Company to operate and investors could lose their entire investment.

Side Letter Agreement with Certain Subscribers

The Company has agreed to enter into a Side Letter Agreement with two institutional subscribers in this Offering (collectively, “Institutional Subscribers”). Pursuant to the Side Letter Agreement, within the two-year period following the final closing of this Offering the Company shall not conduct any future offerings of its securities at a price lower than USD$0.106 per share without the prior written consent of the Institutional Subscribers as long as each Institutional Subscriber continues to hold more than 75% of the securities it acquired in this Offering during such two-year period. The terms contained in the Side Letter Agreement are not included in the Subscription Agreement entered into by other Subscribers.

Placement Agent Cannot Guarantee the Completeness and Accuracy of Information in the Reports Filed by the Company

Each Subscriber in this Offering has been provided with the website link to the reports (the “Company Reports”) the Company filed with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All of the filings made by the Company in the past 24 months are incorporated by reference in this Agreement. The Company Reports were prepared and filed by the Company without the assistance of the Agent. The Agent has not confirmed that the information contained in the Company Reports is accurate, complete or correct. Each Subscriber is urged to conduct its own due diligence on the accuracy and completeness of the information in the Company Reports and herein before making an investment in this Offering.

B-8

Exhibit C

Registration Rights Agreement

(see attached)

C-1

Exhibit D

FORM 4C
CORPORATE PLACEE REGISTRATION FORM

This Form will remain on file with the Exchange and must be completed if required under section 4(b) of Part II of Form 4B. The corporation, trust, portfolio manager or other entity (the “Placee”) need only file it on one time basis, and it will be referenced for all subsequent Private Placements in which it participates. If any of the information provided in this Form changes, the Placee must notify the Exchange prior to participating in further placements with Exchange listed Issuers. If as a result of the Private Placement, the Placee becomes an Insider of the Issuer, Insiders of the Placee are reminded that they must file a Personal Information Form (2A) or, if applicable, Declarations, with the Exchange.

1.	Placee Information:

	(a)	Name:______________________________________________________________________

	(b)	Complete Address:____________________________________________________________

	(c)	Jurisdiction of Incorporation or Creation:____________________________________________

2.	(a)	Is the Placee purchasing securities as a portfolio manager: (Yes/No)? __________

	(b)	Is the Placee carrying on business as a portfolio manager outside of Canada: (Yes/No)? __________

3.	If the answer to 2(b) above was “Yes”, the undersigned certifies that:

	(a)	it is purchasing securities of an Issuer on behalf of managed accounts for which it is making the investment decision to purchase the securities and has full discretion to purchase or sell securities for such accounts without requiring the client’s express consent to a transaction;

	(b)	it carries on the business of managing the investment portfolios of clients through discretionary authority granted by those clients (a “portfolio manager” business) in ____________________ [jurisdiction], and it is permitted by law to carry on a portfolio manager business in that jurisdiction;

	(c)	it was not created solely or primarily for the purpose of purchasing securities of the Issuer;

D-1

	(d)	the total asset value of the investment portfolios it manages on behalf of clients is not less than $20,000,000; and

	(e)	it has no reasonable grounds to believe, that any of the directors, senior officers and other insiders of the Issuer, and the persons that carry on investor relations activities for the Issuer has a beneficial interest in any of the managed accounts for which it is purchasing.

4.	If the answer to 2(a). above was “No”, please provide the names and addresses of Control Persons of the Placee:

Name *	City	Province or State	Country

* If the Control Person is not an individual, provide the name of the individual that makes the investment decisions on behalf of the Control Person.

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.

The undersigned hereby acknowledges and agrees that it has obtained the express written consent of each individual to:

	(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.

D-2

Dated and certified (if applicable), acknowledged and agreed, at _____________________________________ _______on ____________________________________


	(Name of Purchaser - please print)


	(Authorized Signature)


	(Official Capacity - please print)


	(Please print name of individual whose signature appears above)

THIS IS NOT A PUBLIC DOCUMENT

D-3

		251 Consumers Road, Suite 800 Toronto, Ontario M2J 4R3 Canada

		Tel 416-496-1234 Fax 416-496-0125 Email info@uhymh.com Web www.uhymh.com

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated March 13, 2018, relating to the consolidated financial statements of Security Devices International, Inc. for the year ended November 30, 2017, and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

UHY McGovern Hurley LLP

Chartered Professional Accountants
Licensed Public Accountants

Toronto, Ontario, Canada
March 28, 2018

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The undersigned, Schwartz Levitsky Feldman llp, hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated March 13, 2017, relating to the consolidated financial statements of Security Devices International, Inc. for the year ended November 30, 2016, and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

Toronto, Ontario, Canada	Chartered Accountants
March 28, 2018	Licensed Public Accountants