Common use of Agreements and Understandings of the Undersigned Clause in Contracts

Agreements and Understandings of the Undersigned. The undersigned agrees and understands that: 2.1. The Private Placement Memorandum describing the Company and the Shares, together with this Subscription Agreement (the “Investment Documents”), has been furnished to the undersigned prior to execution of this Subscription Agreement and the undersigned has read such materials and the Company’s filings with the Securities and Exchange Commission (“SEC”), alone or with the undersigned's advisor(s), and has so reviewed such materials. The undersigned acknowledges that the Private Placement Memorandum supersedes any prior information provided to the undersigned. 2.2. If the undersigned has made any deposit, escrow or other payment in whole or in part toward the purchase of the Shares offered hereby before executing this Subscription Agreement, the undersigned may elect to either: (i) ratify the undersigned's investment and receive a credit in full for such payment by execution of this Subscription Agreement; or (ii) have returned on demand the full amount of such payment, less distributions received by the undersigned, if any, without any interest, at which time the undersigned will have no interest in or further obligation in regard to the Shares offered hereby with respect to such returned funds. 2.3. No Federal or state agency has made any finding or determination as to the fairness for investment, nor recommendation or endorsement, of the Shares. 2.4. The undersigned agrees: (a) to supply the Company with any and all information necessary so that the Company may satisfy any and all United States legal reporting requirements; and (b) to indemnify the Company for any liability incurred by the Company as a result of its failure to withhold any taxes or comply with any reporting requirements because the undersigned did not provide the necessary information to the Company to enable it to withhold the necessary taxes or fully comply with such requirements. Furthermore, if the undersigned is a foreign investor who fails to timely file U.S. Internal Revenue Service Form 4224 with the Company, the undersigned agrees, at the request of the Company, to execute any and all documents and instruments requested by the Company in order to consummate a sale or disposition of the Shares as required to comply with law. 2.5. If the undersigned is an organization (other than a cooperative described in Section 521 of the Internal Revenue Code of 1986, as amended) whose income from the Company will be exempt from United States income tax, the undersigned shall so advise the Company. 2.6. THE OFFERING OF THE SHARES IS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. AS SUCH THE UNDERSIGNED MUST BEAR THE ECONOMIC RISK OF THE INVESTMENT IN THE SHARES FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE SHARES CANNOT BE SOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE COMPANY HAS BEEN PROVIDED WITH AN OPINION OF LEGAL COUNSEL TO THE HOLDER, IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, THAT SUCH EXEMPTION IS AVAILABLE. 2.7. THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE STATE OR JURISDICTION OF THE UNDERSIGNED'S RESIDENCE NOR HAS THE STATE OR JURISDICTION OF THE UNDERSIGNED'S RESIDENCE PASSED UPON THE ACCURACY OR ADEQUACY OF ANY INFORMATIONAL MATERIALS. 2.8. THE OFFERING OF SHARES NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF ANY INFORMATIONAL MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 2.9. THE COMPANY RESERVES THE RIGHT TO APPROVE OR DISAPPROVE EACH INVESTOR, AND ACCEPT OR REJECT ANY OFFERS TO PURCHASE THE SHARES IN WHOLE OR IN PART IN THE COMPANY’S SOLE DISCRETION. 2.10. THE SALE OF THE SHARES WHICH IS THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE STATE OF NEVADA OR ANY OTHER STATE AND THE ISSUANCE OF SUCH SHARES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION OR IN THE ABSENCE OF AN EXEMPTION FROM SUCH QUALIFICATION IS UNLAWFUL. PRIOR TO ACCEPTANCE OF SUCH CONSIDERATION BY THE COMPANY, THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED OR AN EXEMPTION FROM SUCH QUALIFICATION BEING AVAILABLE. 2.11. THE SALE OF THE SHARES WHICH IS THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SHARES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SHARES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. 2.13. The undersigned acknowledges that (a) the Company has not attempted in any of its SEC reports and press releases filed or issued after the date of the Private Placement Memorandum to describe all of the intervening changes which may be material to an investment in the Shares and the Company has no obligation to do so; (b) the Company has not filed, and in the future may not file, in a timely fashion certain reports required to be filed with the SEC; and (c) the Company has offered to provide the undersigned with updated information which is not publicly available if you become a party to a non-disclosure and market stand-off agreement in order that we may comply with Regulation FD and xxxxxxx xxxxxxx rules and you have either declined such offer or else accepted such offer, signed such an agreement, and received such updated information.

Agreements and Understandings of the Undersigned. The undersigned agrees and understands that: 2.13.1. The Private Placement Memorandum undersigned is entitled to full information about the Company and its principals. Written materials describing the Company and the Shares, together with this Subscription Agreement Investment Securities (the “"Investment Documents”), has ") have been furnished to the undersigned prior to execution of this Subscription Agreement subscription agreement and the undersigned has been given the time required to read such materials and the Company’s filings with the Securities and Exchange Commission (“SEC”)materials, alone or with the undersigned's advisor(s), and has so reviewed such materials. The undersigned acknowledges that the Private Placement Memorandum supersedes any prior information provided to the undersigned. 2.23.2. If the undersigned has made any deposit, escrow or other payment in whole or in part toward the purchase of the Shares Investment Securities offered hereby before executing this Subscription Agreementsubscription agreement, the undersigned may elect to either: (i) ratify the undersigned's investment and receive a credit in full for such payment by execution of this Subscription Agreementsubscription agreement; or (ii) have returned on demand the full amount of such payment, less distributions received by the undersigned, if any, without any plus lawful interest, at which time the undersigned will have no interest in or further obligation in regard to the Shares Investment Securities offered hereby with respect to such returned fundshereby. 2.33.3. The undersigned (or the entity for which the undersigned is acting, if any) will not offer or sell all or any part of the undersigned's Investment Securities until and unless the Investment Securities are registered under the Securities Act of 1933, as amended and under applicable state laws or unless the undersigned has delivered to the Company an opinion of counsel satisfactory to it that such registration is not required. 3.4. No Federal federal or state agency has made any finding or determination as to the fairness for investment, nor recommendation or endorsement, of the SharesInvestment Securities. 2.43.5. The If the undersigned is neither a United States citizen nor a resident of the United States, then the undersigned agrees: (a) to supply the Company with any and all information necessary so that the Company may satisfy any and all United States legal reporting requirements; and (b) to indemnify the Company for any liability incurred by the Company as a result of its failure to withhold any taxes or comply with any reporting requirements because the undersigned did not provide the necessary information to the Company to enable it to withhold the necessary taxes or fully comply with such requirements. Furthermore, if the undersigned is a foreign investor who fails to timely file U.S. Internal Revenue Service Form 4224 appropriate and required forms with the Companyus, the undersigned agrees, at the request of the Company, to execute any and all documents and instruments requested by the Company in order to consummate a sale or disposition of the Shares Investment Securities as required to comply with law. 2.53.6. If the undersigned is an organization (other than a cooperative described in Section 521 of the Internal Revenue Code of 1986, as amended) whose income from the Company will be exempt from United States income tax, the undersigned shall so advise the Company. 2.63.7. THE OFFERING OF THE SHARES THESE SECURITIES IS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. AS SUCH THE UNDERSIGNED MUST BEAR THE ECONOMIC RISK OF THE INVESTMENT IN THE SHARES FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE SHARES SECURITIES CANNOT BE SOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND AVAILABLE. RESTRICTIONS WILL BE PLACED ON THE COMPANY HAS BEEN PROVIDED WITH AN OPINION TRANSFERABILITY OF LEGAL COUNSEL TO THE HOLDER, IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, THAT SUCH EXEMPTION IS AVAILABLESECURITIES. 2.73.8. THE SHARES THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE STATE OR JURISDICTION OF THE UNDERSIGNED'S RESIDENCE NOR HAS THE STATE OR JURISDICTION OF THE UNDERSIGNED'S RESIDENCE PASSED UPON THE ACCURACY OR ADEQUACY OF ANY INFORMATIONAL MATERIALS. 2.83.9. THE OFFERING OF SHARES THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF ANY INFORMATIONAL MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 2.9. THE COMPANY RESERVES THE RIGHT TO APPROVE OR DISAPPROVE EACH INVESTOR, AND ACCEPT OR REJECT ANY OFFERS TO PURCHASE THE SHARES IN WHOLE OR IN PART IN THE COMPANY’S SOLE DISCRETION. 2.10. THE SALE OF THE SHARES WHICH IS THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE STATE OF NEVADA OR ANY OTHER STATE AND THE ISSUANCE OF SUCH SHARES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION OR IN THE ABSENCE OF AN EXEMPTION FROM SUCH QUALIFICATION IS UNLAWFUL. PRIOR TO ACCEPTANCE OF SUCH CONSIDERATION BY THE COMPANY, THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED OR AN EXEMPTION FROM SUCH QUALIFICATION BEING AVAILABLE. 2.11. THE SALE OF THE SHARES WHICH IS THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SHARES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SHARES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. 2.13. The undersigned acknowledges that (a) the Company has not attempted in any of its SEC reports and press releases filed or issued after the date of the Private Placement Memorandum to describe all of the intervening changes which may be material to an investment in the Shares and the Company has no obligation to do so; (b) the Company has not filed, and in the future may not file, in a timely fashion certain reports required to be filed with the SEC; and (c) the Company has offered to provide the undersigned with updated information which is not publicly available if you become a party to a non-disclosure and market stand-off agreement in order that we may comply with Regulation FD and xxxxxxx xxxxxxx rules and you have either declined such offer or else accepted such offer, signed such an agreement, and received such updated information.

Agreements and Understandings of the Undersigned. The undersigned agrees and understands that: 2.11. The Private Placement Memorandum undersigned is entitled to full information about the Company and its principals. Written materials describing the Company and the Shares, together with this Subscription Agreement Investment Securities (the “Investment Documents”), has ) have been furnished to the undersigned prior to execution of this Subscription Agreement subscription agreement and the undersigned has been given the time required to read such materials and the Company’s filings with the Securities and Exchange Commission (“SEC”)materials, alone or with the undersigned's ’s advisor(s), and has so reviewed such materials. The undersigned acknowledges that the Private Placement Memorandum supersedes any prior information provided to the undersigned. 2.22. If the undersigned has made any deposit, escrow or other payment in whole or in part toward the purchase of the Shares Investment Securities offered hereby before executing this Subscription Agreementsubscription agreement, the undersigned may elect to either: (i) ratify the undersigned's ’s investment and receive a credit in full for such payment by execution of this Subscription Agreementsubscription agreement; or (ii) have returned on demand the full amount of such payment, less distributions received by the undersigned, if any, without any plus lawful interest, at which time the undersigned will have no interest in or further obligation in regard to the Shares Investment Securities offered hereby with respect to such returned fundshereby. 2.33. The undersigned (or the entity for which the undersigned is acting, if any) will not offer or sell all or any part of the undersigned’s Investment Securities until and unless the Investment Securities are registered under the Securities Act of 1933, as amended and under applicable state laws or unless the undersigned has delivered to the Company an opinion of counsel satisfactory to it that such registration is not required. 4. No Federal or state agency has made any finding or determination as to the fairness for investment, nor recommendation or endorsement, of the SharesInvestment Securities. 2.45. The If the undersigned is neither a United States citizen nor a resident of the United States, then the undersigned agrees: (a) to supply the Company with any and all information necessary so that the Company may satisfy any and all United States legal reporting requirements; and (b) to indemnify the Company for any liability incurred by the Company as a result of its failure to withhold any taxes or comply with any reporting requirements because the undersigned did not provide the necessary information to the Company to enable it to withhold the necessary taxes or fully comply with such requirements. Furthermore, if the undersigned is a foreign investor who fails to timely file U.S. Internal Revenue Service Form 4224 with the CompanyCompany (the first such Form must be filed in duplicate with the Company prior to the acceptance of this subscription), the undersigned agrees, at the request of the Company, to execute any and all documents and instruments requested by the Company in order to consummate a sale or disposition of the Shares Investment Securities as required to comply with law. 2.56. If the undersigned is an organization (other than a cooperative described in Section 521 of the Internal Revenue Code of 1986, as amended) whose income from the Company will be exempt from United States income tax, the undersigned shall so advise the Company. 2.6. THE OFFERING OF THE SHARES IS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. AS SUCH THE UNDERSIGNED MUST BEAR THE ECONOMIC RISK OF THE INVESTMENT IN THE SHARES FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE SHARES CANNOT BE SOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE COMPANY HAS BEEN PROVIDED WITH AN OPINION OF LEGAL COUNSEL TO THE HOLDER, IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, THAT SUCH EXEMPTION IS AVAILABLE. 2.7. THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE STATE OR JURISDICTION OF THE UNDERSIGNED'S RESIDENCE NOR HAS THE STATE OR JURISDICTION OF THE UNDERSIGNED'S RESIDENCE PASSED UPON THE ACCURACY OR ADEQUACY OF ANY INFORMATIONAL MATERIALS. 2.8. THE OFFERING OF SHARES NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF ANY INFORMATIONAL MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 2.9. THE COMPANY RESERVES THE RIGHT TO APPROVE OR DISAPPROVE EACH INVESTOR, AND ACCEPT OR REJECT ANY OFFERS TO PURCHASE THE SHARES IN WHOLE OR IN PART IN THE COMPANY’S SOLE DISCRETION. 2.10. THE SALE OF THE SHARES WHICH IS THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE STATE OF NEVADA OR ANY OTHER STATE AND THE ISSUANCE OF SUCH SHARES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION OR IN THE ABSENCE OF AN EXEMPTION FROM SUCH QUALIFICATION IS UNLAWFUL. PRIOR TO ACCEPTANCE OF SUCH CONSIDERATION BY THE COMPANY, THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED OR AN EXEMPTION FROM SUCH QUALIFICATION BEING AVAILABLE. 2.11. THE SALE OF THE SHARES WHICH IS THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SHARES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SHARES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. 2.13. The undersigned acknowledges that (a) the Company has not attempted in any of its SEC reports and press releases filed or issued after the date of the Private Placement Memorandum to describe all of the intervening changes which may be material to an investment in the Shares and the Company has no obligation to do so; (b) the Company has not filed, and in the future may not file, in a timely fashion certain reports required to be filed with the SEC; and (c) the Company has offered to provide the undersigned with updated information which is not publicly available if you become a party to a non-disclosure and market stand-off agreement in order that we may comply with Regulation FD and xxxxxxx xxxxxxx rules and you have either declined such offer or else accepted such offer, signed such an agreement, and received such updated information.

Agreements and Understandings of the Undersigned. The undersigned agrees and understands that: 2.1. The Private Placement Memorandum undersigned is entitled to full information about the Company and its principals. All filings with the Securities & Exchange Commission describing the Company and the Shares, together with this Subscription Agreement its business (the “Investment Documents”), has ) have been furnished to the undersigned prior to execution of this Subscription Agreement subscription agreement and the undersigned has been given the time required to read such materials and the Company’s filings with the Securities and Exchange Commission (“SEC”)materials, alone or with the undersigned's ’s advisor(s), and has so reviewed such materials. The undersigned acknowledges that the Private Placement Memorandum supersedes any prior information provided to the undersigned. 2.2. If The undersigned (or the entity for which the undersigned is acting, if any) will not offer or sell all or any part of the undersigned’s Investment Securities until and unless the Investment Securities are registered under the Securities Act of 1933, as amended and under applicable state laws or unless the undersigned has made any deposit, escrow or other payment in whole or in part toward the purchase of the Shares offered hereby before executing this Subscription Agreement, the undersigned may elect to either: (i) ratify the undersigned's investment and receive a credit in full for such payment by execution of this Subscription Agreement; or (ii) have returned on demand the full amount of such payment, less distributions received by the undersigned, if any, without any interest, at which time the undersigned will have no interest in or further obligation in regard delivered to the Shares offered hereby with respect Company an opinion of counsel satisfactory to it that such returned fundsregistration is not required. 2.3. No Federal or state agency has made any finding or determination as to the fairness for investment, nor recommendation or endorsement, of the SharesInvestment Securities. 2.4. The undersigned agrees: (a) to supply the Company with any and all information necessary so that the Company may satisfy any and all United States legal reporting requirements; and (b) to indemnify the Company for any liability incurred by the Company as a result of its failure to withhold any taxes or comply with any reporting requirements because the undersigned did not provide the necessary information to the Company to enable it to withhold the necessary taxes or fully comply with such requirements. Furthermore, if the undersigned is a foreign investor who fails to timely file U.S. Internal Revenue Service Form 4224 with the Company, the undersigned agrees, at the request of the Company, to execute any and all documents and instruments requested by the Company in order to consummate a sale or disposition of the Shares as required to comply with law. 2.5. If the undersigned is an organization (other than a cooperative described in Section 521 of the Internal Revenue Code of 1986, as amended) whose income from the Company will be exempt from United States income tax, the undersigned shall so advise the Company. 2.62.5. THE OFFERING OF THE SHARES THESE SECURITIES IS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. AS SUCH THE UNDERSIGNED MUST BEAR THE ECONOMIC RISK OF THE INVESTMENT IN THE SHARES FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE SHARES SECURITIES CANNOT BE SOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND AVAILABLE. RESTRICTIONS WILL BE PLACED ON THE COMPANY HAS BEEN PROVIDED WITH AN OPINION TRANSFERABILITY OF LEGAL COUNSEL TO THE HOLDER, IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, THAT SUCH EXEMPTION IS AVAILABLESECURITIES. 2.72.6. THE SHARES THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE STATE OR JURISDICTION OF THE UNDERSIGNED'S ’S RESIDENCE NOR HAS THE STATE OR JURISDICTION OF THE UNDERSIGNED'S ’S RESIDENCE PASSED UPON THE ACCURACY OR ADEQUACY OF ANY INFORMATIONAL MATERIALS. 2.82.7. THE OFFERING OF SHARES THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF ANY INFORMATIONAL MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 2.9. THE COMPANY RESERVES THE RIGHT TO APPROVE OR DISAPPROVE EACH INVESTOR, AND ACCEPT OR REJECT ANY OFFERS TO PURCHASE THE SHARES IN WHOLE OR IN PART IN THE COMPANY’S SOLE DISCRETION. 2.10. THE SALE OF THE SHARES WHICH IS THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE STATE OF NEVADA OR ANY OTHER STATE AND THE ISSUANCE OF SUCH SHARES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION OR IN THE ABSENCE OF AN EXEMPTION FROM SUCH QUALIFICATION IS UNLAWFUL. PRIOR TO ACCEPTANCE OF SUCH CONSIDERATION BY THE COMPANY, THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED OR AN EXEMPTION FROM SUCH QUALIFICATION BEING AVAILABLE. 2.11. THE SALE OF THE SHARES WHICH IS THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SHARES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SHARES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. 2.13. The undersigned acknowledges that (a) the Company has not attempted in any of its SEC reports and press releases filed or issued after the date of the Private Placement Memorandum to describe all of the intervening changes which may be material to an investment in the Shares and the Company has no obligation to do so; (b) the Company has not filed, and in the future may not file, in a timely fashion certain reports required to be filed with the SEC; and (c) the Company has offered to provide the undersigned with updated information which is not publicly available if you become a party to a non-disclosure and market stand-off agreement in order that we may comply with Regulation FD and xxxxxxx xxxxxxx rules and you have either declined such offer or else accepted such offer, signed such an agreement, and received such updated information.

Agreements and Understandings of the Undersigned. The undersigned agrees and understands that: 2.1. The Private Placement Memorandum undersigned is entitled to full information about the Company and its principals. Written materials describing the Company and the Shares, together with this Subscription Agreement Investment Securities (the “"Investment Documents”), has ") have been furnished to the undersigned prior to execution of this Subscription Agreement subscription agreement and the undersigned has been given the time required to read such materials and the Company’s filings with the Securities and Exchange Commission (“SEC”)materials, alone or with the undersigned's advisor(s), and has so reviewed such materials. The undersigned acknowledges that the Private Placement Memorandum supersedes any prior information provided to the undersigned. 2.2. If the undersigned has made any deposit, escrow or other payment in whole or in part toward the purchase of the Shares Investment Securities offered hereby before executing this Subscription Agreementsubscription agreement, the undersigned may elect to either: (i) ratify the undersigned's investment and receive a credit in full for such payment by execution of this Subscription Agreementsubscription agreement; or (ii) have returned on demand the full amount of such payment, less distributions received by the undersigned, if any, without any plus lawful interest, at which time the undersigned will have no interest in or further obligation in regard to the Shares Investment Securities offered hereby with respect to such returned fundshereby. 2.3. The undersigned (or the entity for which the undersigned is acting, if any) will not offer or sell all or any part of the undersigned's Investment Securities until and unless the Investment Securities are registered under the Securities Act of 1933, as amended and under applicable state laws or unless the undersigned has delivered to the Company an opinion of counsel satisfactory to it that such registration is not required. 2.4. No Federal or state agency has made any finding or determination as to the fairness for investment, nor recommendation or endorsement, of the SharesInvestment Securities. 2.42.5. The If the undersigned is neither a United States citizen nor a resident of the United States, then the undersigned agrees: (a) to supply the Company with any and all information necessary so that the Company may satisfy any and all United States legal reporting requirements; and (b) to indemnify the Company for any liability incurred by the Company as a result of its failure to withhold any taxes or comply with any reporting requirements because the undersigned did not provide the necessary information to the Company to enable it to withhold the necessary taxes or fully comply with such requirements. Furthermore, if the undersigned is a foreign investor who fails to timely file U.S. Internal Revenue Service Form 4224 with the CompanyCompany (the first such Form must be filed in duplicate with the Company prior to the acceptance of this subscription), the undersigned agrees, at the request of the Company, to execute any and all documents and instruments requested by the Company in order to consummate a sale or disposition of the Shares Investment Securities as required to comply with law. 2.52.6. If the undersigned is an organization (other than a cooperative described in Section 521 of the Internal Revenue Code of 1986, as amended) whose income from the Company will be exempt from United States income tax, the undersigned shall so advise the Company. 2.62.7. THE OFFERING OF THE SHARES THESE SECURITIES IS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. AS SUCH THE UNDERSIGNED MUST BEAR THE ECONOMIC RISK OF THE INVESTMENT IN THE SHARES FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE SHARES SECURITIES CANNOT BE SOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND AVAILABLE. RESTRICTIONS WILL BE PLACED ON THE COMPANY HAS BEEN PROVIDED WITH AN OPINION TRANSFERABILITY OF LEGAL COUNSEL TO THE HOLDER, IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, THAT SUCH EXEMPTION IS AVAILABLESECURITIES. 2.72.8. THE SHARES THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE STATE OR JURISDICTION OF THE UNDERSIGNED'S RESIDENCE NOR HAS THE STATE OR JURISDICTION OF THE UNDERSIGNED'S RESIDENCE PASSED UPON THE ACCURACY OR ADEQUACY OF ANY INFORMATIONAL MATERIALS. 2.82.9. THE OFFERING OF SHARES THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF ANY INFORMATIONAL MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 2.9. THE COMPANY RESERVES THE RIGHT TO APPROVE OR DISAPPROVE EACH INVESTOR, AND ACCEPT OR REJECT ANY OFFERS TO PURCHASE THE SHARES IN WHOLE OR IN PART IN THE COMPANY’S SOLE DISCRETION. 2.10. THE SALE OF THE SHARES WHICH IS THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE STATE OF NEVADA OR ANY OTHER STATE AND THE ISSUANCE OF SUCH SHARES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION OR IN THE ABSENCE OF AN EXEMPTION FROM SUCH QUALIFICATION IS UNLAWFUL. PRIOR TO ACCEPTANCE OF SUCH CONSIDERATION BY THE COMPANY, THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED OR AN EXEMPTION FROM SUCH QUALIFICATION BEING AVAILABLE. 2.11. THE SALE OF THE SHARES WHICH IS THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SHARES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SHARES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. 2.13. The undersigned acknowledges that (a) the Company has not attempted in any of its SEC reports and press releases filed or issued after the date of the Private Placement Memorandum to describe all of the intervening changes which may be material to an investment in the Shares and the Company has no obligation to do so; (b) the Company has not filed, and in the future may not file, in a timely fashion certain reports required to be filed with the SEC; and (c) the Company has offered to provide the undersigned with updated information which is not publicly available if you become a party to a non-disclosure and market stand-off agreement in order that we may comply with Regulation FD and xxxxxxx xxxxxxx rules and you have either declined such offer or else accepted such offer, signed such an agreement, and received such updated information.

Agreements and Understandings of the Undersigned. The undersigned agrees and understands that: 2.1. The Private Placement Offering Memorandum describing the Company and the SharesInvestment Securities, together with this Subscription Agreement subscription agreement (the “Investment Documents”), ) has been furnished to the undersigned prior to execution of this Subscription Agreement subscription agreement and the undersigned has been given the time required to read such materials and the Company’s filings with the Securities and Exchange Commission (“SEC”)materials, alone or with the undersigned's advisor(s), and has so reviewed such materials. The undersigned acknowledges that the Private Placement Offering Memorandum supersedes any prior information provided to the undersigned. 2.2. If the undersigned has made any deposit, escrow or other payment in whole or in part toward the purchase of the Shares Investment Securities offered hereby before executing this Subscription Agreementsubscription agreement, the undersigned may elect to either: (i) ratify the undersigned's investment and receive a credit in full for such payment by execution of this Subscription Agreementsubscription agreement; or (ii) have returned on demand the full amount of such payment, less distributions received by the undersigned, if any, without any interest, at which time the undersigned will have no interest in or further obligation in regard to the Shares Investment Securities offered hereby with respect to such returned fundshereby. 2.3. The undersigned (or the entity for which the undersigned is acting, if any) will not offer or sell all or any part of the undersigned's Investment Securities until and unless the Investment Securities are registered under the Securities Act of 1933, as amended and under applicable state laws or unless the undersigned has delivered to the Company an opinion of counsel satisfactory to it that such registration is not required. 2.4. No Federal or state agency has made any finding or determination as to the fairness for investment, nor recommendation or endorsement, of the SharesInvestment Securities. 2.42.5. The undersigned agrees: (a) to supply the Company with any and all information necessary so that the Company may satisfy any and all United States legal reporting requirements; and (b) to indemnify the Company for any liability incurred by the Company as a result of its failure to withhold any taxes or comply with any reporting requirements because the undersigned did not provide the necessary information to the Company to enable it to withhold the necessary taxes or fully comply with such requirements. Furthermore, if the undersigned is a foreign investor who fails to timely file U.S. Internal Revenue Service Form 4224 with the Company, the undersigned agrees, at the request of the Company, to execute any and all documents and instruments requested by the Company in order to consummate a sale or disposition of the Shares Investment Securities as required to comply with law. 2.52.6. If the undersigned is an organization (other than a cooperative described in Section 521 of the Internal Revenue Code of 1986, as amended) whose income from the Company will be exempt from United States income tax, the undersigned shall so advise the Company. 2.62.7. THE OFFERING OF THE SHARES THESE SECURITIES IS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. AS SUCH THE UNDERSIGNED MUST BEAR THE ECONOMIC RISK OF THE INVESTMENT IN THE SHARES FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE SHARES SECURITIES CANNOT BE SOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND AVAILABLE. RESTRICTIONS WILL BE PLACED ON THE COMPANY HAS BEEN PROVIDED WITH AN OPINION TRANSFERABILITY OF LEGAL COUNSEL TO THE HOLDER, IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, THAT SUCH EXEMPTION IS AVAILABLESECURITIES. 2.72.8. THE SHARES THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE STATE OR JURISDICTION OF THE UNDERSIGNED'S RESIDENCE NOR HAS THE STATE OR JURISDICTION OF THE UNDERSIGNED'S RESIDENCE PASSED UPON THE ACCURACY OR ADEQUACY OF ANY INFORMATIONAL MATERIALS. 2.8. THE OFFERING OF SHARES NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF ANY INFORMATIONAL MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 2.92.10. THE COMPANY RESERVES THE RIGHT TO APPROVE OR DISAPPROVE EACH INVESTOR, AND ACCEPT OR REJECT ANY OFFERS TO PURCHASE THE SHARES SECURITIES IN WHOLE OR IN PART IN THE COMPANY’S SOLE DISCRETION. 2.102.11. THE SALE OF THE SHARES SECURITIES WHICH IS ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE STATE OF NEVADA OR ANY OTHER STATE AND THE ISSUANCE OF SUCH SHARES SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION OR IN THE ABSENCE OF AN EXEMPTION FROM SUCH QUALIFICATION IS UNLAWFUL. PRIOR TO ACCEPTANCE OF SUCH CONSIDERATION BY THE COMPANY, THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED OR AN EXEMPTION FROM SUCH QUALIFICATION BEING AVAILABLE. 2.11. THE SALE OF THE SHARES WHICH IS THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SHARES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SHARES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. 2.132.12. The undersigned acknowledges that (a) the Offering Memorandum includes many forward-looking statements and projections concerning the Company has not attempted and its business including without limitations statements concerning future expected revenues, anticipated expense levels, expected future capital needs, anticipated future market sizes, permit approval timelines and requirements, and other matters. The undersigned acknowledges having reviewed the risk factors and cautionary language in any of its SEC reports the Offering Memorandum relating to such statements and press releases filed or issued after the date understands that actual future results of the Private Placement Memorandum to describe all of the intervening changes which may be material to an investment in the Shares and the Company has no obligation to do so; (b) the Company has not filedwill likely differ from, and in could be materially worse than, the future may not file, in a timely fashion certain reports required to be filed with the SEC; results contemplated by such forward-looking statements and (c) the Company has offered to provide the undersigned with updated information which is not publicly available if you become a party to a non-disclosure and market stand-off agreement in order that we may comply with Regulation FD and xxxxxxx xxxxxxx rules and you have either declined such offer or else accepted such offer, signed such an agreement, and received such updated informationprojections.

Agreements and Understandings of the Undersigned. The undersigned agrees and understands that: 2.1. The Private Placement Memorandum undersigned is entitled to full information about the Company and its principals. Written materials describing the Company and the Shares, together with this Subscription Agreement Investment Securities (the “Investment Documents”), has ) have been furnished to the undersigned prior to execution of this Subscription Agreement subscription agreement and the undersigned has been given the time required to read such materials and the Company’s filings with the Securities and Exchange Commission (“SEC”)materials, alone or with the undersigned's ’s advisor(s), and has so reviewed such materials. The undersigned acknowledges that the Private Placement Memorandum supersedes any prior information provided to the undersigned. 2.2. If the undersigned has made any deposit, escrow or other payment in whole or in part toward the purchase of the Shares Investment Securities offered hereby before executing this Subscription Agreementsubscription agreement, the undersigned may elect to either: (i) ratify the undersigned's ’s investment and receive a credit in full for such payment by execution of this Subscription Agreementsubscription agreement; or (ii) have returned on demand the full amount of such payment, less distributions received by the undersigned, if any, without any plus lawful interest, at which time the undersigned will have no interest in or further obligation in regard to the Shares Investment Securities offered hereby with respect to such returned fundshereby. 2.3. The undersigned (or the entity for which the undersigned is acting, if any) will not offer or sell all or any part of the undersigned’s Investment Securities until and unless the Investment Securities are registered under the Securities Act of 1933, as amended and under applicable state laws or unless the undersigned has delivered to the Company an opinion of counsel satisfactory to it that such registration is not required. 2.4. No Federal or state agency has made any finding or determination as to the fairness for investment, nor recommendation or endorsement, of the SharesInvestment Securities. 2.42.5. The If the undersigned is neither a United States citizen nor a resident of the United States, then the undersigned agrees: (a) to supply the Company with any and all information necessary so that the Company may satisfy any and all United States legal reporting requirements; and (b) to indemnify the Company for any liability incurred by the Company as a result of its failure to withhold any taxes or comply with any reporting requirements because the undersigned did not provide the necessary information to the Company to enable it to withhold the necessary taxes or fully comply with such requirements. Furthermore, if the undersigned is a foreign investor who fails to timely file U.S. Internal Revenue Service Form 4224 with the CompanyCompany (the first such Form must be filed in duplicate with the Company prior to the acceptance of this subscription), the undersigned agrees, at the request of the Company, to execute any and all documents and instruments requested by the Company in order to consummate a sale or disposition of the Shares Investment Securities as required to comply with law. 2.52.6. If the undersigned is an organization (other than a cooperative described in Section 521 of the Internal Revenue Code of 1986, as amended) whose income from the Company will be exempt from United States income tax, the undersigned shall so advise the Company. 2.62.7. THE OFFERING OF THE SHARES THESE SECURITIES IS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. AS SUCH THE UNDERSIGNED MUST BEAR THE ECONOMIC RISK OF THE INVESTMENT IN THE SHARES FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE SHARES SECURITIES CANNOT BE SOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND AVAILABLE. RESTRICTIONS WILL BE PLACED ON THE COMPANY HAS BEEN PROVIDED WITH AN OPINION TRANSFERABILITY OF LEGAL COUNSEL TO THE HOLDER, IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, THAT SUCH EXEMPTION IS AVAILABLESECURITIES. 2.72.8. THE SHARES THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE STATE OR JURISDICTION OF THE UNDERSIGNED'S ’S RESIDENCE NOR HAS THE STATE OR JURISDICTION OF THE UNDERSIGNED'S ’S RESIDENCE PASSED UPON THE ACCURACY OR ADEQUACY OF ANY INFORMATIONAL MATERIALS. 2.82.9. THE OFFERING OF SHARES THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF ANY INFORMATIONAL MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 2.9. THE COMPANY RESERVES THE RIGHT TO APPROVE OR DISAPPROVE EACH INVESTOR, AND ACCEPT OR REJECT ANY OFFERS TO PURCHASE THE SHARES IN WHOLE OR IN PART IN THE COMPANY’S SOLE DISCRETION. 2.10. THE SALE OF THE SHARES WHICH IS THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE STATE OF NEVADA OR ANY OTHER STATE AND THE ISSUANCE OF SUCH SHARES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION OR IN THE ABSENCE OF AN EXEMPTION FROM SUCH QUALIFICATION IS UNLAWFUL. PRIOR TO ACCEPTANCE OF SUCH CONSIDERATION BY THE COMPANY, THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED OR AN EXEMPTION FROM SUCH QUALIFICATION BEING AVAILABLE. 2.11. THE SALE OF THE SHARES WHICH IS THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SHARES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SHARES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. 2.13. The undersigned acknowledges that (a) the Company has not attempted in any of its SEC reports and press releases filed or issued after the date of the Private Placement Memorandum to describe all of the intervening changes which may be material to an investment in the Shares and the Company has no obligation to do so; (b) the Company has not filed, and in the future may not file, in a timely fashion certain reports required to be filed with the SEC; and (c) the Company has offered to provide the undersigned with updated information which is not publicly available if you become a party to a non-disclosure and market stand-off agreement in order that we may comply with Regulation FD and xxxxxxx xxxxxxx rules and you have either declined such offer or else accepted such offer, signed such an agreement, and received such updated information.