Common use of Economic Risk and Suitability Clause in Contracts

Economic Risk and Suitability. The undersigned represents and warrants as follows: (a) the undersigned realizes that the Pubco Common Stock involves a high degree of risk and are a speculative investment, and that he, she or it is able, without impairing the undersigned’s financial condition, to hold the Pubco Common Stock for an indefinite period of time; (b) the undersigned recognizes that there is no assurance of future profitable operations and that investment in Pubco involves substantial risks, and that the undersigned has taken full cognizance of and understands all of the risk factors related to the Pubco Common Stock; (c) the undersigned has carefully considered and has, to the extent the undersigned believes such discussion necessary, discussed with the undersigned’s professional legal, tax and financial advisors the suitability of an investment in Pubco for the particular tax and financial situation of the undersigned and that the undersigned and/or the undersigned’s advisors have determined that the Pubco Common Stock is a suitable investment for the undersigned; (d) the financial condition and investment of the undersigned are such that he, she or it is in a financial position to hold the Pubco Common Stock for an indefinite period of time and to bear the economic risk of, and withstand a complete loss of, the value of the Pubco Common Stock; (e) the undersigned alone, or with the assistance of professional advisors, has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of acquiring the Pubco Common Stock, or has a pre-existing personal or business relationship with Pubco or any of its officers, directors, or controlling persons of a duration and nature that enables the undersigned to be aware of the character, business acumen and general business and financial circumstances of Pubco or such other person; (f) if the undersigned is a partnership, trust, corporation or other entity: (1) it was not organized for the purpose of acquiring the Pubco Common Stock (or all of its equity owners are "accredited investors" as defined in Section 6 below); (2) it has the power and authority to execute this Certificate and the person executing said document on its behalf has the necessary power to do so; (3) its principal place of business and principal office are located within the state set forth in its address below; and (4) all of its trustees, partners and/or shareholders, whichever the case may be, are bona fide residents of said state; (g) the undersigned understands that neither Pubco nor any of its officers or directors has any obligation to register the Pubco Common Stock under any federal or other applicable securities act or law; (h) the undersigned has relied solely upon the advice of his or her representatives, if any, and independent investigations made by the undersigned and/or his or her the undersigned representatives, if any, in making the decision to acquire the Pubco Common Stock and acknowledges that no representations or agreements other than those set forth in the Share Exchange Agreement have been made to the undersigned in respect thereto; (i) all information which the undersigned has provided concerning the undersigned himself, herself or itself is correct and complete as of the date set forth below, and if there should be any material change in such information prior to the issuance of the Pubco Common Stock, he, she or it will immediately provide such information to Pubco; (j) the undersigned confirms that the undersigned has received no general solicitation or general advertisement and has attended no seminar or meeting (whose attendees have been invited by any general solicitation or general advertisement) and has received no advertisement in any newspaper, magazine, or similar media, broadcast on television or radio regarding acquiring the Pubco Common Stock; and (k) the undersigned is at least 21 years of age and is a citizen of the United States residing at the address indicated below.

Economic Risk and Suitability. The undersigned represents and warrants as follows: (a) the undersigned realizes that the Pubco Common Stock involves a high degree of risk and are a speculative investment, and that he, she or it is able, without impairing the undersigned’s 's financial condition, to hold the Pubco Common Stock for an indefinite period of time; (b) the undersigned recognizes that there is no assurance of future profitable operations and that investment in Pubco involves substantial risks, and that the undersigned has taken full cognizance of and understands all of the risk factors related to the Pubco Common Stock; (c) the undersigned has carefully considered and has, to the extent the undersigned believes such discussion necessary, discussed with the undersigned’s 's professional legal, tax and financial advisors the suitability of an investment in Pubco for the particular tax and financial situation of the undersigned and that the undersigned and/or the undersigned’s 's advisors have determined that the Pubco Common Stock is a suitable investment for the undersigned; (d) the financial condition and investment of the undersigned are such that he, she or it is in a financial position to hold the Pubco Common Stock for an indefinite period of time and to bear the economic risk of, and withstand a complete loss of, the value of the Pubco Common Stock; (e) the undersigned alone, or with the assistance of professional advisors, has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of acquiring the Pubco Common Stock, or has a pre-existing personal or business relationship with Pubco or any of its officers, directors, or controlling persons of a duration and nature that enables the undersigned to be aware of the character, business acumen and general business and financial circumstances of Pubco or such other person; (f) if the undersigned is a partnership, trust, corporation or other entity: (1) it was not organized for the purpose of acquiring the Pubco Common Stock (or all of its equity owners are "accredited investors" as defined in Section 6 below); (2) it has the power and authority to execute this Certificate and the person executing said document on its behalf has the necessary power to do so; (3) its principal place of business and principal office are located within the state set forth in its address below; and (4) all of its trustees, partners and/or shareholders, whichever the case may be, are bona fide residents of said state; (g) the undersigned understands that neither Pubco nor any of its officers or directors has any obligation to register the Pubco Common Stock under any federal or other applicable securities act or law; (h) the undersigned has relied solely upon the advice of his or her representatives, if any, and independent investigations made by the undersigned and/or his or her the undersigned representatives, if any, in making the decision to acquire the Pubco Common Stock and acknowledges that no representations or agreements other than those set forth in the Share Exchange Agreement have been made to the undersigned in respect thereto; (i) all information which the undersigned has provided concerning the undersigned himself, herself or itself is correct and complete as of the date set forth below, and if there should be any material change in such information prior to the issuance of the Pubco Common Stock, he, she or it will immediately provide such information to Pubco; (j) the undersigned confirms that the undersigned has received no general solicitation or general advertisement and has attended no seminar or meeting (whose attendees have been invited by any general solicitation or general advertisement) and has received no advertisement in any newspaper, magazine, or similar media, broadcast on television or radio regarding acquiring the Pubco Common Stock; and (k) the undersigned is at least 21 years of age and is a citizen of the United States residing at the address indicated below.

Economic Risk and Suitability. The undersigned Purchaser represents and warrants as follows: (a) the undersigned 3.1 Purchaser acknowledges and realizes that Purchaser’s purchase of the Pubco Common Stock Securities involves a high degree of risk and are will be a highly speculative investment, investment and that he, she or it Purchaser is able, without impairing the undersignedPurchaser’s financial condition, to hold the Pubco Common Stock Securities for an indefinite period of time;time and to suffer a complete loss of Purchaser’s investment. (b) the undersigned recognizes that there is no assurance of future profitable operations and that investment in Pubco involves substantial risks, and that the undersigned has taken full cognizance of and understands all of the risk factors related to the Pubco Common Stock; (c) the undersigned 3.2 Purchaser has carefully considered and has, to the extent the undersigned Purchaser believes such discussion discussions necessary, discussed with the undersignedPurchaser’s professional professional, legal, tax and financial advisors the suitability of an investment in Pubco the Securities for the particular legal, tax and financial situation of the undersigned Purchaser and that the undersigned Purchaser and/or the undersignedPurchaser’s advisors have determined that the Pubco Common Stock is Securities are a suitable investment for the undersigned;Purchaser. (d) the financial condition and investment of the undersigned are such that he, she or it is in a financial position to hold the Pubco Common Stock for an indefinite period of time and to bear the economic risk of, and withstand a complete loss of, the value of the Pubco Common Stock; (e) the undersigned alone, or with the assistance of professional advisors, 3.3 Purchaser has such knowledge and experience in business and financial matters, including without limitation, investment in technology and business matters that biotechnology companies, as will enable Purchaser to fend for itself, bear the undersigned is capable economic risks of evaluating its investment and evaluate the merits and risks of acquiring an investment in the Pubco Common StockSecurities and to make an informed investment decision. 3.4 Purchaser has carefully read the Purchase Agreement and all attachments thereto and the Company has made available to Purchaser or Purchaser’s advisors all information and documents requested by Purchaser relating to investment in the Securities, or and has a pre-existing personal or business relationship with Pubco or provided answers to Purchaser’s satisfaction to all of Purchaser’s questions concerning the Company and the Securities to be acquired. 3.5 Purchaser understands that neither the Company nor any of its officers, /directors, or controlling persons of a duration and nature that enables the undersigned to be aware of the character, business acumen and general business and financial circumstances of Pubco or such other person; (f) if the undersigned is a partnership, trust, corporation or other entity: (1) it was not organized for the purpose of acquiring the Pubco Common Stock (or all of its equity owners are "accredited investors" as defined in Section 6 below); (2) it has the power and authority to execute this Certificate and the person executing said document on its behalf has the necessary power to do so; (3) its principal place of business and principal office are located within the state set forth in its address below; and (4) all of its trustees, partners and/or shareholders, whichever the case may be, are bona fide residents of said state; (g) the undersigned understands that neither Pubco nor any of its officers or directors has any obligation to register the Pubco Common Stock Securities under any federal or other applicable state securities act or law;law except as otherwise expressly set forth in Section 5.3 of the Annex to the Purchase Agreement. (h) the undersigned 3.6 All information that Purchaser has relied solely upon the advice of provided concerning himself or herself, his or her representativesfinancial position and (each of) his/her representative(s), if any, and independent investigations made by the undersigned and/or his or her the undersigned representatives, if any, in making the decision to acquire the Pubco Common Stock and acknowledges that no representations or agreements other than those set forth in the Share Exchange Agreement have been made to the undersigned in respect thereto; (i) all information which the undersigned has provided concerning the undersigned himself, herself or itself is correct and complete as of the date set forth below, and if there should be any material change in such information prior to the issuance of the Pubco Common Stockinformation, he, she or it Purchaser will immediately provide such information to Pubco;the Company as soon as practicable thereafter. (j) 3.7 Purchaser understands that the undersigned Company is relying on the truth and accuracy of the declarations, representations, warranties and agreements made by Purchaser to the Company herein in transferring the Securities to Purchaser. 3.8 Purchaser confirms that the undersigned Purchaser has received no general solicitation or general advertisement and has attended no seminar or meeting (whose attendees have been invited by any general solicitation or general advertisement) and has received no advertisement advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, media or broadcast on or television or radio regarding acquiring the Pubco Common Stock; and (k) the undersigned is at least 21 years of age and is a citizen Offering of the United States residing at the address indicated belowSecurities.

Economic Risk and Suitability. The undersigned represents and warrants as follows: (a) the undersigned realizes that the Pubco Common Stock involves a high degree of risk and are a speculative investment, and that he, she or it is able, without impairing the undersigned’s financial condition, to hold the Pubco Common Stock for an indefinite period of time; (b) the undersigned recognizes that there is no assurance of future profitable operations and that investment in Pubco involves substantial risks, and that the undersigned has taken full cognizance of and understands all of the risk factors related to the Pubco Common Stock; (c) the undersigned has carefully considered and has, to the extent the undersigned believes such discussion necessary, discussed with the undersigned’s professional legal, tax and financial advisors the suitability of an investment in Pubco for the particular tax and financial situation of the undersigned and that the undersigned and/or the undersigned’s advisors have determined that the Pubco Common Stock is a suitable investment for the undersigned; (d) the financial condition and investment of the undersigned are such that he, she or it is in a financial position to hold the Pubco Common Stock for an indefinite period of time and to bear the economic risk of, and withstand a complete loss of, the value of the Pubco Common Stock; (e) the undersigned alone, or with the assistance of professional advisors, has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of acquiring the Pubco Common Stock, or has a pre-existing personal or business relationship with Pubco or any of its officers, directors, or controlling persons of a duration and nature that enables the undersigned to be aware of the character, business acumen and general business and financial circumstances of Pubco or such other person; (f) if the undersigned is a partnership, trust, corporation or other entity: (1) it was not organized for the purpose of acquiring the Pubco Common Stock (or all of its equity owners are "“accredited investors" ” as defined in Section 6 below); (2) it has the power and authority to execute this Certificate and the person executing said document on its behalf has the necessary power to do so; (3) its principal place of business and principal office are located within the state set forth in its address below; and (4) all of its trustees, partners and/or shareholders, whichever the case may be, are bona fide residents of said state; (g) the undersigned understands that neither Pubco nor any of its officers or directors has any obligation to register the Pubco Common Stock under any federal or other applicable securities act or law; (h) the undersigned has relied solely upon the advice of his or her representatives, if any, and independent investigations made by the undersigned and/or his or her the undersigned representatives, if any, in making the decision to acquire the Pubco Common Stock and acknowledges that no representations or agreements other than those set forth in the Share Exchange Agreement have been made to the undersigned in respect thereto; (i) all information which the undersigned has provided concerning the undersigned himself, herself or itself is correct and complete as of the date set forth below, and if there should be any material change in such information prior to the issuance of the Pubco Common Stock, he, she or it will immediately provide such information to Pubco; (j) the undersigned confirms that the undersigned has received no general solicitation or general advertisement and has attended no seminar or meeting (whose attendees have been invited by any general solicitation or general advertisement) and has received no advertisement in any newspaper, magazine, or similar media, broadcast on television or radio regarding acquiring the Pubco Common Stock; and (k) the undersigned is at least 21 years of age and is a citizen of the United States residing at the address indicated below.

Economic Risk and Suitability. The undersigned Purchaser represents and warrants as follows: (a) the undersigned 2.1 Purchaser realizes that Purchaser's purchase of the Pubco Common Stock Securities involves a high degree of risk and are will be a highly speculative investment, investment and that he, she or it Purchaser is able, without impairing the undersigned’s Purchaser's financial condition, to hold the Pubco Common Stock Securities for an indefinite period of time;time and to suffer a complete loss of Purchaser's investment. (b) the undersigned recognizes that there is no assurance of future profitable operations and that investment in Pubco involves substantial risks, and that the undersigned has taken full cognizance of and understands all of the risk factors related to the Pubco Common Stock; (c) the undersigned 2.2 Purchaser has carefully considered and has, to the extent the undersigned Purchaser believes such discussion discussions necessary, discussed with the undersigned’s professional Purchaser's professional, legal, tax and financial advisors the suitability of an investment in Pubco the Securities for the particular legal, tax and financial situation of the undersigned Purchaser and that the undersigned Purchaser and/or the undersigned’s Purchaser's advisors have determined that the Pubco Common Stock is Securities are a suitable investment for the undersigned;Purchaser. (d) the financial condition and investment of the undersigned are such that he, she or it is in a financial position to hold the Pubco Common Stock for an indefinite period of time and to bear the economic risk of, and withstand a complete loss of, the value of the Pubco Common Stock; (e) the undersigned alone, or with the assistance of professional advisors, 2.3 Purchaser has such knowledge and experience in business and financial and business matters that the undersigned is capable of evaluating as will enable Purchaser to evaluate the merits and risks of acquiring an investment in the Pubco Common StockSecurities and to make an informed investment decision. 2.4 Purchaser has carefully read this Agreement and the Company has made available to Purchaser or Purchaser's advisors all information and documents requested by Purchaser relating to investment in the Securities, or and has a pre-existing personal or business relationship with Pubco or provided answers to Purchaser's satisfaction to all of Purchaser's questions concerning the Company and the Securities to be acquired. 2.5 Purchaser understands that neither the Company nor any of its officers, /directors, or controlling persons of a duration and nature that enables the undersigned to be aware of the character, business acumen and general business and financial circumstances of Pubco or such other person; (f) if the undersigned is a partnership, trust, corporation or other entity: (1) it was not organized for the purpose of acquiring the Pubco Common Stock (or all of its equity owners are "accredited investors" as defined in Section 6 below); (2) it has the power and authority to execute this Certificate and the person executing said document on its behalf has the necessary power to do so; (3) its principal place of business and principal office are located within the state set forth in its address below; and (4) all of its trustees, partners and/or shareholders, whichever the case may be, are bona fide residents of said state; (g) the undersigned understands that neither Pubco nor any of its officers or directors has any obligation to register the Pubco Common Stock Securities under any federal or other applicable state securities act or law;law except as otherwise expressly set forth in Section 5 of the Purchase Agreement. (h) the undersigned 2.6 All information that Purchaser has relied solely upon the advice of provided concerning himself or herself, his or her representativesfinancial position and (each of) his or her representative(s), if any, and independent investigations made by the undersigned and/or his or her the undersigned representatives, if any, in making the decision to acquire the Pubco Common Stock and acknowledges that no representations or agreements other than those set forth in the Share Exchange Agreement have been made to the undersigned in respect thereto; (i) all information which the undersigned has provided concerning the undersigned himself, herself or itself is correct and complete as of the date set forth below, and if there should be any material change in such information prior to the issuance of the Pubco Common Stockinformation, he, she or it Purchaser will immediately provide such information to Pubco;the Company as soon as practicable thereafter. (j) 2.7 Purchaser understands that the undersigned Company is relying on the truth and accuracy of the declarations, representations, warranties and agreements made by Purchaser to the Company herein in transferring the Securities to Purchaser. 2.8 Purchaser confirms that the undersigned Purchaser has received no general solicitation or general advertisement and has attended no seminar or meeting (whose attendees have been invited by any general solicitation or general advertisement) and has received no advertisement advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, media or broadcast on or television or radio regarding acquiring the Pubco Common Stock; and (k) the undersigned is at least 21 years of age and is a citizen Offering of the United States residing at the address indicated belowSecurities.

Economic Risk and Suitability. The undersigned represents and warrants as follows: (a) the undersigned realizes that the Pubco Common Stock involves a high degree of risk and are it is a speculative investment, and that he, she or it is able, without impairing the undersigned’s financial condition, to hold the Pubco Common Stock for an indefinite period of time; (b) the undersigned recognizes that there is no assurance of future profitable operations and that investment in Pubco involves substantial risks, and that the undersigned has taken full cognizance of and understands all of the risk factors related to the Pubco Common Stock; (c) the undersigned has carefully considered and has, to the extent the undersigned believes such discussion necessary, discussed with the undersigned’s professional legal, tax and financial advisors the suitability of an investment in Pubco for the particular tax and financial situation of the undersigned and that the undersigned and/or the undersigned’s advisors have determined that the Pubco Common Stock is a suitable investment for the undersigned; (d) the financial condition and investment of the undersigned are such that he, she or it is in a financial position to hold the Pubco Common Stock for an indefinite period of time and to bear the economic risk of, and withstand a complete loss of, the value of the Pubco Common Stock; (e) the undersigned alone, or with the assistance of professional advisors, has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of acquiring the Pubco Common Stock, or has a pre-existing personal or business relationship with Pubco or any of its officers, directors, or controlling persons of a duration and nature that enables the undersigned to be aware of the character, business acumen and general business and financial circumstances of Pubco or such other person; (f) the undersigned has carefully read the Disclosure Documents and Pubco has made available to the undersigned or the undersigned’s advisors all information and documents requested by the undersigned relating to investment in the Pubco Common Stock, and has provided answers to the undersigned’s satisfaction to all of the undersigned’s questions concerning Pubco; (g) if the undersigned is a partnership, trust, corporation or other entity: (1) it was not organized for the purpose of acquiring the Pubco Common Stock (or all of its equity owners are "“accredited investors" ” as defined in Section 6 below); (2) it has the power and authority to execute this Certificate and the person executing said document on its behalf has the necessary power to do so; (3) its principal place of business and principal office are located within the state set forth in its address below; and (4) all of its trustees, partners and/or shareholders, whichever the case may be, are bona fide residents of said state; (gh) the undersigned understands that neither Pubco nor any of its officers or directors has any obligation to register the Pubco Common Stock under any federal or other applicable securities act or law; (hi) the undersigned has relied solely upon the Disclosure Documents, advice of his or her representatives, if any, and independent investigations made by the undersigned and/or his or her the undersigned representatives, if any, in making the decision to acquire the Pubco Common Stock and acknowledges that no representations or agreements other than those set forth in the Share Exchange Agreement Disclosure Documents have been made to the undersigned in respect thereto; (ij) all information which the undersigned has provided concerning the undersigned himself, herself or itself is correct and complete as of the date set forth below, and if there should be any material change in such information prior to the issuance of the Pubco Common Stock, he, she or it will immediately provide such information to Pubco; (jk) the undersigned confirms that the undersigned has received no general solicitation or general advertisement and has attended no seminar or meeting (whose attendees have been invited by any general solicitation or general advertisement) and has received no advertisement in any newspaper, magazine, or similar media, broadcast on television or radio regarding acquiring the Pubco Common Stock; and (kl) the undersigned is at least 21 years of age and is a citizen of the United States residing at the address indicated below.

Economic Risk and Suitability. The undersigned represents and warrants as follows: (a) the undersigned realizes that the Pubco Common Stock involves a high degree of risk and are a speculative investment, and that he, she or it is able, without impairing the undersigned’s 's financial condition, to hold the Pubco Common Stock for an indefinite period of time; (b) the undersigned recognizes that there is no assurance of future profitable operations and that investment in Pubco involves substantial risks, and that the undersigned has taken full cognizance of and understands all of the risk factors related to the Pubco Common Stock; (c) the undersigned has carefully considered and has, to the extent the undersigned believes such discussion necessary, discussed with the undersigned’s 's professional legal, tax and financial advisors the suitability of an investment in Pubco for the particular tax and financial situation of the undersigned and that the undersigned and/or the undersigned’s 's advisors have determined that the Pubco Common Stock is a suitable investment for the undersigned; (d) the financial condition and investment of the undersigned are such that he, she or it is in a financial position to hold the Pubco Common Stock for an indefinite period of time and to bear the economic risk of, and withstand a complete loss of, the value of the Pubco Common Stock; (e) the undersigned alone, or with the assistance of professional advisors, has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of acquiring the Pubco Common Stock, or has a pre-existing personal or business relationship with Pubco or any of its officers, directors, or controlling persons of a duration and nature that enables the undersigned to be aware of the character, business acumen and general business and financial circumstances of Pubco or such other person; (f) the undersigned has carefully read the Disclosure Documents and Pubco has made available to the undersigned or the undersigned's advisors all information and documents requested by the undersigned relating to investment in the Pubco Common Stock, and has provided answers to the undersigned's satisfaction to all of the undersigned's questions concerning Pubco; (g) if the undersigned is a partnership, trust, corporation or other entity: (1) it was not organized for the purpose of acquiring the Pubco Common Stock (or all of its equity owners are "accredited investors" as defined in Section 6 below); (2) it has the power and authority to execute this Certificate and the person executing said document on its behalf has the necessary power to do so; (3) its principal place of business and principal office are located within the state set forth in its address below; and (4) all of its trustees, partners and/or shareholders, whichever the case may be, are bona fide residents of said state; (gh) the undersigned understands that neither Pubco nor any of its officers or directors has any obligation to register the Pubco Common Stock under any federal or other applicable securities act or law; (hi) the undersigned has relied solely upon the Disclosure Documents, advice of his or her representatives, if any, and independent investigations made by the undersigned and/or his or her the undersigned representatives, if any, in making the decision to acquire the Pubco Common Stock and acknowledges that no representations or agreements other than those set forth in the Share Exchange Agreement Disclosure Documents have been made to the undersigned in respect thereto; (ij) all information which the undersigned has provided concerning the undersigned himself, herself or itself is correct and complete as of the date set forth below, and if there should be any material change in such information prior to the issuance of the Pubco Common Stock, he, she or it will immediately provide such information to Pubco; (jk) the undersigned confirms that the undersigned has received no general solicitation or general advertisement and has attended no seminar or meeting (whose attendees have been invited by any general solicitation or general advertisement) and has received no advertisement in any newspaper, magazine, or similar media, broadcast on television or radio regarding acquiring the Pubco Common Stock; and (kl) the undersigned is at least 21 years of age and is a citizen of the United States residing at the address indicated below.

Economic Risk and Suitability. The undersigned represents and warrants as follows: (a) the undersigned realizes that the Pubco Worldbid Common Stock involves a high degree of risk and are a speculative investment, and that he, she or it is able, without impairing the undersigned’s financial condition, to hold the Pubco Worldbid Common Stock for an indefinite period of time; (b) the undersigned recognizes that there is no assurance of future profitable operations and that investment in Pubco Worldbid involves substantial risks, and that the undersigned has taken full cognizance of and understands all of the risk factors related to the Pubco Worldbid Common Stock; (c) the undersigned has carefully considered and has, to the extent the undersigned believes such discussion necessary, discussed with the undersigned’s professional legal, tax and financial advisors the suitability of an investment in Pubco Worldbid for the particular tax and financial situation of the undersigned and that the undersigned and/or the undersigned’s advisors have determined that the Pubco Worldbid Common Stock is a suitable investment for the undersigned; (d) the financial condition and investment of the undersigned are such that he, she or it is in a financial position to hold the Pubco Worldbid Common Stock for an indefinite period of time and to bear the economic risk of, and withstand a complete loss of, the value of the Pubco Worldbid Common Stock; (e) the undersigned alone, or with the assistance of professional advisors, has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of acquiring the Pubco Worldbid Common Stock, or has a pre-existing personal or business relationship with Pubco Worldbid or any of its officers, directors, or controlling persons of a duration and nature that enables the undersigned to be aware of the character, business acumen and general business and financial circumstances of Pubco Worldbid or such other person; (f) the undersigned has carefully read the Disclosure Documents and Worldbid has made available to the undersigned or the undersigned’s advisors all information and documents requested by the undersigned relating to investment in the Worldbid Common Stock, and has provided answers to the undersigned’s satisfaction to all of the undersigned’s questions concerning Worldbid; (g) if the undersigned is a partnership, trust, corporation or other entity: (1) it was not organized for the purpose of acquiring the Pubco Worldbid Common Stock (or all of its equity owners are "accredited investors" as defined in Section 6 below); (2) it has the power and authority to execute this Certificate and the person executing said document on its behalf has the necessary power to do so; (3) its principal place of business and principal office are located within the state set forth in its address below; and (4) all of its trustees, partners and/or shareholders, whichever the case may be, are bona fide residents of said state; (gh) the undersigned understands that neither Pubco Worldbid nor any of its officers or directors has any obligation to register the Pubco Worldbid Common Stock under any federal or other applicable securities act or law; (hi) the undersigned has relied solely upon the Disclosure Documents, advice of his or her representatives, if any, and independent investigations made by the undersigned and/or his or her the undersigned representatives, if any, in making the decision to acquire the Pubco Worldbid Common Stock and acknowledges that no representations or agreements other than those set forth in the Share Exchange Agreement Disclosure Documents have been made to the undersigned in respect thereto; (ij) all information which the undersigned has provided concerning the undersigned himself, herself or itself is correct and complete as of the date set forth below, and if there should be any material change in such information prior to the issuance of the Pubco Worldbid Common Stock, he, she or it will immediately provide such information to PubcoWorldbid; (jk) the undersigned confirms that the undersigned has received no general solicitation or general advertisement and has attended no seminar or meeting (whose attendees have been invited by any general solicitation or general advertisement) and has received no advertisement in any newspaper, magazine, or similar media, broadcast on television or radio regarding acquiring the Pubco Worldbid Common Stock; and (kl) the undersigned is at least 21 years of age and is a citizen of the United States residing at the address indicated below.

Economic Risk and Suitability. The undersigned represents and warrants as follows: (a) the undersigned realizes that the Pubco Norpac Common Stock involves a high degree of risk and are a speculative investment, and that he, she or it is able, without impairing the undersigned’s financial condition, to hold the Pubco Norpac Common Stock for an indefinite period of time; (b) the undersigned recognizes that there is no assurance of future profitable operations and that investment in Pubco Norpac involves substantial risks, and that the undersigned has taken full cognizance of and understands all of the risk factors related to the Pubco Norpac Common Stock; (c) the undersigned has carefully considered and has, to the extent the undersigned believes such discussion necessary, discussed with the undersigned’s professional legal, tax and financial advisors the suitability of an investment in Pubco Norpac for the particular tax and financial situation of the undersigned and that the undersigned and/or the undersigned’s advisors have determined that the Pubco Norpac Common Stock is a suitable investment for the undersigned; (d) the financial condition and investment of the undersigned are such that he, she or it is in a financial position to hold the Pubco Norpac Common Stock for an indefinite period of time and to bear the economic risk of, and withstand a complete loss of, the value of the Pubco Norpac Common Stock; (e) the undersigned alone, or with the assistance of professional advisors, has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of acquiring the Pubco Norpac Common Stock, or has a pre-existing personal or business relationship with Pubco Norpac or any of its officers, directors, or controlling persons of a duration and nature that enables the undersigned to be aware of the character, business acumen and general business and financial circumstances of Pubco Norpac or such other person; (f) the undersigned has carefully read the Disclosure Documents and Norpac has made available to the undersigned or the undersigned’s advisors all information and documents requested by the undersigned relating to investment in the Norpac Common Stock, and has provided answers to the undersigned’s satisfaction to all of the undersigned’s questions concerning Norpac; (g) if the undersigned is a partnership, trust, corporation or other entity: (1) it was not organized for the purpose of acquiring the Pubco Norpac Common Stock (or all of its equity owners are "accredited investors" as defined in Section 6 below); (2) it has the power and authority to execute this Certificate and the person executing said document on its behalf has the necessary power to do so; (3) its principal place of business and principal office are located within the state set forth in its address below; and (4) all of its trustees, partners and/or shareholders, whichever the case may be, are bona fide residents of said state; (gh) the undersigned understands that neither Pubco Norpac nor any of its officers or directors has any obligation to register the Pubco Norpac Common Stock under any federal or other applicable securities act or law; (hi) the undersigned has relied solely upon the Disclosure Documents, advice of his or her representatives, if any, and independent investigations made by the undersigned and/or his or her the undersigned representatives, if any, in making the decision to acquire the Pubco Norpac Common Stock and acknowledges that no representations or agreements other than those set forth in the Share Exchange Agreement Disclosure Documents have been made to the undersigned in respect thereto; (ij) all information which the undersigned has provided concerning the undersigned himself, herself or itself is correct and complete as of the date set forth below, and if there should be any material change in such information prior to the issuance of the Pubco Norpac Common Stock, he, she or it will immediately provide such information to PubcoNorpac; (jk) the undersigned confirms that the undersigned has received no general solicitation or general advertisement and has attended no seminar or meeting (whose attendees have been invited by any general solicitation or general advertisement) and has received no advertisement in any newspaper, magazine, or similar media, broadcast on television or radio regarding acquiring the Pubco Norpac Common Stock; and (kl) the undersigned is at least 21 years of age and is a citizen of the United States residing at the address indicated below.

Economic Risk and Suitability. The undersigned represents and warrants as follows: (a) the undersigned realizes that the Pubco Relay Mines Common Stock involves a high degree of risk and are a speculative investment, and that he, she or it is able, without impairing the undersigned’s 's financial condition, to hold the Pubco Relay Mines Common Stock for an indefinite period of time; (b) the undersigned recognizes that there is no assurance of future profitable operations and that investment in Pubco Relay Mines involves substantial risks, and that the undersigned has taken full cognizance of and understands all of the risk factors related to the Pubco Relay Mines Common Stock; (c) the undersigned has carefully considered and has, to the extent the undersigned believes such discussion necessary, discussed with the undersigned’s 's professional legal, tax and financial advisors the suitability of an investment in Pubco Relay Mines for the particular tax and financial situation of the undersigned and that the undersigned and/or the undersigned’s 's advisors have determined that the Pubco Relay Mines Common Stock is a suitable investment for the undersigned; (d) the financial condition and investment of the undersigned are such that he, she or it is in a financial position to hold the Pubco Relay Mines Common Stock for an indefinite period of time and to bear the economic risk of, and withstand a complete loss of, the value of the Pubco Relay Mines Common Stock; (e) the undersigned alone, or with the assistance of professional advisors, has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of acquiring the Pubco Relay Mines Common Stock, or has a pre-existing personal or business relationship with Pubco Relay Mines or any of its officers, directors, or controlling persons of a duration and nature that enables the undersigned to be aware of the character, business acumen and general business and financial circumstances of Pubco Relay Mines or such other person; (f) the undersigned has carefully read the Disclosure Documents and Relay Mines has made available to the undersigned or the undersigned's advisors all information and documents requested by the undersigned relating to investment in the Relay Mines Common Stock, and has provided answers to the undersigned's satisfaction to all of the undersigned's questions concerning Relay Mines; (g) if the undersigned is a partnership, trust, corporation or other entity: (1) it was not organized for the purpose of acquiring the Pubco Relay Mines Common Stock (or all of its equity owners are "accredited investors" as defined in Section 6 below); (2) it has the power and authority to execute this Certificate and the person executing said document on its behalf has the necessary power to do so; (3) its principal place of business and principal office are located within the state set forth in its address below; and (4) all of its trustees, partners and/or shareholders, whichever the case may be, are bona fide residents of said state; (gh) the undersigned understands that neither Pubco Relay Mines nor any of its officers or directors has any obligation to register the Pubco Relay Mines Common Stock under any federal or other applicable securities act or law; (hi) the undersigned has relied solely upon the Disclosure Documents, advice of his or her representatives, if any, and independent investigations made by the undersigned and/or his or her the undersigned representatives, if any, in making the decision to acquire the Pubco Relay Mines Common Stock and acknowledges that no representations or agreements other than those set forth in the Share Exchange Agreement Disclosure Documents have been made to the undersigned in respect thereto; (ij) all information which the undersigned has provided concerning the undersigned himself, herself or itself is correct and complete as of the date set forth below, and if there should be any material change in such information prior to the issuance of the Pubco Relay Mines Common Stock, he, she or it will immediately provide such information to PubcoRelay Mines; (jk) the undersigned confirms that the undersigned has received no general solicitation or general advertisement and has attended no seminar or meeting (whose attendees have been invited by any general solicitation or general advertisement) and has received no advertisement in any newspaper, magazine, or similar media, broadcast on television or radio regarding acquiring the Pubco Relay Mines Common Stock; and (kl) the undersigned is at least 21 years of age and is a citizen of the United States residing at the address indicated below.

Economic Risk and Suitability. The undersigned represents and warrants as follows:: D/VXD/796332.2 (a) the undersigned realizes that the Pubco Common Stock involves a high degree of risk and are it is a speculative investment, and that he, she or it is able, without impairing the undersigned’s financial condition, to hold the Pubco Common Stock for an indefinite period of time; (b) the undersigned recognizes that there is no assurance of future profitable operations and that investment in Pubco involves substantial risks, and that the undersigned has taken full cognizance of and understands all of the risk factors related to the Pubco Common Stock; (c) the undersigned has carefully considered and has, to the extent the undersigned believes such discussion necessary, discussed with the undersigned’s professional legal, tax and financial advisors the suitability of an investment in Pubco for the particular tax and financial situation of the undersigned and that the undersigned and/or the undersigned’s advisors have determined that the Pubco Common Stock is a suitable investment for the undersigned; (d) the financial condition and investment of the undersigned are such that he, she or it is in a financial position to hold the Pubco Common Stock for an indefinite period of time and to bear the economic risk of, and withstand a complete loss of, the value of the Pubco Common Stock; (e) the undersigned alone, or with the assistance of professional advisors, has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of acquiring the Pubco Common Stock, or has a pre-existing personal or business relationship with Pubco or any of its officers, directors, or controlling persons of a duration and nature that enables the undersigned to be aware of the character, business acumen and general business and financial circumstances of Pubco or such other person; (f) the undersigned has carefully read the Disclosure Documents and Pubco has made available to the undersigned or the undersigned’s advisors all information and documents requested by the undersigned relating to investment in the Pubco Common Stock, and has provided answers to the undersigned’s satisfaction to all of the undersigned’s questions concerning Pubco; (g) if the undersigned is a partnership, trust, corporation or other entity: (1) it was not organized for the purpose of acquiring the Pubco Common Stock (or all of its equity owners are "“accredited investors" ” as defined in Section 6 below); (2) it has the power and authority to execute this Certificate and the person executing said document on its behalf has the necessary power to do so; (3) its principal place of business and principal office are located within the state set forth in its address below; and (4) all of its trustees, partners and/or shareholders, whichever the case may be, are bona fide residents of said state; (gh) the undersigned understands that neither Pubco nor any of its officers or directors has any obligation to register the Pubco Common Stock under any federal or other applicable securities act or law;; D/VXD/796332.2 (hi) the undersigned has relied solely upon the Disclosure Documents, advice of his or her representatives, if any, and independent investigations made by the undersigned and/or his or her the undersigned representatives, if any, in making the decision to acquire the Pubco Common Stock and acknowledges that no representations or agreements other than those set forth in the Share Exchange Agreement Disclosure Documents have been made to the undersigned in respect thereto; (ij) all information which the undersigned has provided concerning the undersigned himself, herself or itself is correct and complete as of the date set forth below, and if there should be any material change in such information prior to the issuance of the Pubco Common Stock, he, she or it will immediately provide such information to Pubco; (jk) the undersigned confirms that the undersigned has received no general solicitation or general advertisement and has attended no seminar or meeting (whose attendees have been invited by any general solicitation or general advertisement) and has received no advertisement in any newspaper, magazine, or similar media, broadcast on television or radio regarding acquiring the Pubco Common Stock; and (kl) the undersigned is at least 21 years of age and is a citizen of the United States residing at the address indicated below.

Economic Risk and Suitability. The undersigned Purchaser represents and warrants as follows: (a) the undersigned Purchaser realizes that Purchaser's purchase of the Pubco Common Stock Shares involves a high degree of risk and are will be a speculative investment, and that he, she or it is able, without impairing the undersigned’s Purchaser's financial condition, to hold the Pubco Common Stock Shares for an indefinite period of time;. (b) the undersigned Purchaser recognizes that there is no assurance of future profitable operations and that investment in Pubco the Company involves substantial risks, and that the undersigned Purchaser has taken full cognizance of and understands all of the risk risks factors related to the Pubco purchase of the Common Stock;Shares. (c) the undersigned Purchaser has carefully considered and has, to the extent the undersigned Purchaser believes such discussion necessary, discussed with the undersigned’s Purchaser's professional legal, tax and financial advisors the suitability of an investment in Pubco the Company for the particular tax and financial situation of the undersigned Purchaser and that the undersigned Purchaser and/or the undersigned’s Purchaser's advisors have determined that the Pubco Common Stock is Shares are a suitable investment for the undersigned;Purchaser. (d) the The financial condition and investment of the undersigned Purchaser are such that he, she or it is in a financial position to hold the Pubco Common Stock Shares for an indefinite period of time and to bear the economic risk of, and withstand a complete loss of, the value of the Pubco Common Stock;Purchase Price. (e) the undersigned Purchaser alone, or with the assistance of professional advisors, has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of acquiring Purchaser's purchase of the Pubco Common Stock, Shares or has a pre-existing personal or business relationship with Pubco the Company or any of its officers, directors, or controlling persons of a duration and nature that enables the undersigned to be aware of the character, business acumen and general business and financial circumstances of Pubco the Company or such other person;. (f) if Purchaser has carefully read the undersigned is a partnershipDisclosure Documents and the Company has made available to Purchaser or Purchaser's advisors all information and documents requested by Purchaser relating to investment in the Common Shares, trust, corporation or other entity: (1) it was not organized for the purpose of acquiring the Pubco Common Stock (or and has provided answers to Purchaser's satisfaction to all of its equity owners are "accredited investors" as defined in Section 6 below); (2) it has Purchaser's questions concerning the power and authority to execute this Certificate Company and the person executing said document on its behalf has the necessary power to do so; (3) its principal place of business and principal office are located within the state set forth in its address below; and (4) all of its trustees, partners and/or shareholders, whichever the case may be, are bona fide residents of said state;Offering. (g) the undersigned understands that neither Pubco nor any of its officers or directors has any obligation to register the Pubco Common Stock under any federal or other applicable securities act or law; (h) the undersigned Purchaser has relied solely upon the Disclosure Documents, advice of his or her representatives, representatives if any, and independent investigations made by the undersigned Purchaser and/or his or her the undersigned purchaser representatives, if any, in making the decision to acquire purchase the Pubco Common Stock Shares subscribed for herein and acknowledges that no representations or agreements other than those set forth in the Share Exchange Agreement Disclosure Documents have been made to the undersigned Purchaser in respect thereto;. (ih) all All information which the undersigned Purchaser has provided concerning the undersigned Purchaser himself, herself or itself is correct and complete as of the date set forth below, and if there should be any material change in such information prior to the issuance acceptance of this subscription for the Pubco Common StockShares, he, she or it will immediately provide such information to Pubco;the Company. (ji) the undersigned Purchaser confirms that the undersigned Purchaser has received no general solicitation or general advertisement and has attended no seminar or meeting (whose attendees have been invited by any general solicitation or general advertisement) and has received no advertisement in any newspaper, magazine, or similar media, broadcast on television or radio regarding acquiring the Pubco offering of the Common Stock; andShares. (kj) the undersigned If a natural person, purchaser is at least 21 years of age and is a citizen of the United States residing resides at the address indicated below.

Economic Risk and Suitability. The undersigned represents and warrants as follows: (a) the undersigned realizes that the Pubco Common Stock Securities involves a high degree of risk and are a speculative investment, and that he, she or it is able, without impairing the undersigned’s financial condition, to hold the Pubco Common Stock Securities for an indefinite period of time; (b) the undersigned recognizes that there is no assurance of future profitable operations and that investment in Pubco involves substantial risks, and that the undersigned has taken full cognizance of and understands all of the risk factors related to the Pubco Common StockSecurities; (c) the undersigned has carefully considered and has, to the extent the undersigned believes such discussion necessary, discussed with the undersigned’s professional legal, tax and financial advisors the suitability of an investment in Pubco for the particular tax and financial situation of the undersigned and that the undersigned and/or the undersigned’s advisors have determined that the Pubco Common Stock Securities is a suitable investment for the undersigned; (d) the financial condition and investment of the undersigned are such that he, she or it is in a financial position to hold the Pubco Common Stock Securities for an indefinite period of time and to bear the economic risk of, and withstand a complete loss of, the value of the Pubco Common StockSecurities; (e) the undersigned alone, or with the assistance of professional advisors, has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of acquiring the Pubco Common StockSecurities, or has a pre-existing personal or business relationship with Pubco or any of its officers, directors, or controlling persons of a duration and nature that enables the undersigned to be aware of the character, business acumen and general business and financial circumstances of Pubco or such other person; (f) if the undersigned is a partnership, trust, corporation or other entity: (1) it was not organized for the purpose of acquiring the Pubco Common Stock Securities (or all of its equity owners are "“accredited investors" ” as defined in Section 6 below); (2) it has the power and authority to execute this Certificate and the person executing said document on its behalf has the necessary power to do so; (3) its principal place of business and principal office are located within the state set forth in its address below; and (4) all of its trustees, partners and/or shareholders, whichever the case may be, are bona fide residents of said state; (g) the undersigned understands that neither Pubco nor any of its officers or directors has any obligation to register the Pubco Common Stock Securities under any federal or other applicable securities act or law; (h) the undersigned has relied solely upon the advice of his or her representatives, if any, and independent investigations made by the undersigned and/or his or her the undersigned representatives, if any, in making the decision to acquire the Pubco Common Stock Securities and acknowledges that no representations or agreements other than those set forth in the Share Exchange Agreement have been made to the undersigned in respect thereto; (i) all information which the undersigned has provided concerning the undersigned himself, herself or itself is correct and complete as of the date set forth below, and if there should be any material change in such information prior to the issuance of the Pubco Common StockSecurities, he, she or it will immediately provide such information to Pubco; (j) the undersigned confirms that the undersigned has received no general solicitation or general advertisement and has attended no seminar or meeting (whose attendees have been invited by any general solicitation or general advertisement) and has received no advertisement in any newspaper, magazine, or similar media, broadcast on television or radio regarding acquiring the Pubco Common StockSecurities; and (k) the undersigned is at least 21 years of age and is a citizen of the United States residing at the address indicated below.

Economic Risk and Suitability. The undersigned represents and warrants as follows: (a) the undersigned realizes that the Pubco SMC Common Stock involves a high degree of risk and are a speculative investment, and that he, she or it is able, without impairing the undersigned’s financial condition, to hold the Pubco SMC Common Stock for an indefinite period of time; (b) the undersigned recognizes that there is no assurance of future profitable operations and that investment in Pubco SMC involves substantial risks, and that the undersigned has taken full cognizance of and understands all of the risk factors related to the Pubco SMC Common Stock; (c) the undersigned has carefully considered and has, to the extent the undersigned believes such discussion necessary, discussed with the undersigned’s professional legal, tax and financial advisors the suitability of an investment in Pubco SMC for the particular tax and financial situation of the undersigned and that the undersigned and/or the undersigned’s advisors have determined that the Pubco SMC Common Stock is a suitable investment for the undersigned; (d) the financial condition and investment of the undersigned are such that he, she or it is in a financial position to hold the Pubco SMC Common Stock for an indefinite period of time and to bear the economic risk of, and withstand a complete loss of, the value of the Pubco SMC Common Stock; (e) the undersigned alone, or with the assistance of professional advisors, has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of acquiring the Pubco SMC Common Stock, or has a pre-existing personal or business relationship with Pubco SMC or any of its officers, directors, or controlling persons of a duration and nature that enables the undersigned to be aware of the character, business acumen and general business and financial circumstances of Pubco SMC or such other person; (f) the undersigned has carefully read the Disclosure Documents and SMC has made available to the undersigned or the undersigned’s advisors all information and documents requested by the undersigned relating to investment in the SMC Common Stock, and has provided answers to the undersigned’s satisfaction to all of the undersigned’s questions concerning SMC; (g) if the undersigned is a partnership, trust, corporation or other entity: (1) it was not organized for the purpose of acquiring the Pubco SMC Common Stock (or all of its equity owners are "accredited investors" as defined in Section 6 below); (2) it has the power and authority to execute this Certificate and the person executing said document on its behalf has the necessary power to do so; (3) its principal place of business and principal office are located within the state set forth in its address below; and (4) all of its trustees, partners partners, members and/or shareholders, whichever the case may be, are bona fide residents of said state; (gh) the undersigned understands that neither Pubco SMC nor any of its officers or directors has any obligation to register the Pubco SMC Common Stock under any federal or other applicable securities act or law; (hi) the undersigned has relied solely upon the Disclosure Documents, advice of his or her representatives, if any, and independent investigations made by the undersigned and/or his or her the undersigned representatives, if any, in making the decision to acquire the Pubco SMC Common Stock and acknowledges that no representations or agreements other than those set forth in the Share Exchange Agreement Disclosure Documents have been made to the undersigned in respect thereto; (ij) all information which the undersigned has provided concerning the undersigned himself, herself or itself is correct and complete as of the date set forth below, and if there should be any material change in such information prior to the issuance of the Pubco SMC Common Stock, he, she or it will immediately provide such information to PubcoSMC; (jk) the undersigned confirms that the undersigned has received no general solicitation or general advertisement and has attended no seminar or meeting (whose attendees have been invited by any general solicitation or general advertisement) and has received no advertisement in any newspaper, magazine, or similar media, broadcast on television or radio regarding acquiring the Pubco SMC Common Stock; and (kl) the undersigned is at least 21 years of age and is a citizen of the United States residing at the address indicated below.

Economic Risk and Suitability. The undersigned represents and warrants as follows: (a) the undersigned realizes that the Pubco Common Stock Securities involves a high degree of risk and are a speculative investment, and that he, she or it is able, without impairing the undersigned’s financial condition, to hold the Pubco Common Stock Securities for an indefinite period of time; (b) the undersigned recognizes that there is no assurance of future profitable operations and that investment in Pubco involves substantial risks, and that the undersigned has taken full cognizance of and understands all of the risk factors related to the Pubco Common StockSecurities; (c) the undersigned has carefully considered and has, to the extent the undersigned believes such discussion necessary, discussed with the undersigned’s professional legal, tax and financial advisors the suitability of an investment in Pubco for the particular tax and financial situation of the undersigned and that the undersigned and/or the undersigned’s advisors have determined that the Pubco Common Stock Securities is a suitable investment for the undersigned; (d) the financial condition and investment of the undersigned are such that he, she or it is in a financial position to hold the Pubco Common Stock Securities for an indefinite period of time and to bear the economic risk of, and withstand a complete loss of, the value of the Pubco Common StockSecurities; (e) the undersigned alone, or with the assistance of professional advisors, has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of acquiring the Pubco Common StockSecurities, or has a pre-existing personal or business relationship with Pubco or any of its officers, directors, or controlling persons of a duration and nature that enables the undersigned to be aware of the character, business acumen and general business and financial circumstances of Pubco or such other person; (f) if the undersigned is a partnership, trust, corporation or other entity: (1) it was not organized for the purpose of acquiring the Pubco Common Stock Securities (or all of its equity owners are "accredited investors" as defined in Section 6 below); (2) it has the power and authority to execute this Certificate and the person executing said document on its behalf has the necessary power to do so; (3) its principal place of business and principal office are located within the state set forth in its address below; and (4) all of its trustees, partners and/or shareholders, whichever the case may be, are bona fide residents of said state; (g) the undersigned understands that neither Pubco nor any of its officers or directors has any obligation to register the Pubco Common Stock Securities under any federal or other applicable securities act or law; (h) the undersigned has relied solely upon the advice of his or her representatives, if any, and independent investigations made by the undersigned and/or his or her the undersigned representatives, if any, in making the decision to acquire the Pubco Common Stock Securities and acknowledges that no representations or agreements other than those set forth in the Share Exchange Agreement have been made to the undersigned in respect thereto; (i) all information which the undersigned has provided concerning the undersigned himself, herself or itself is correct and complete as of the date set forth below, and if there should be any material change in such information prior to the issuance of the Pubco Common StockSecurities, he, she or it will immediately provide such information to Pubco; (j) the undersigned confirms that the undersigned has received no general solicitation or general advertisement and has attended no seminar or meeting (whose attendees have been invited by any general solicitation or general advertisement) and has received no advertisement in any newspaper, magazine, or similar media, broadcast on television or radio regarding acquiring the Pubco Common StockSecurities; and (k) the undersigned is at least 21 years of age and is a citizen of the United States residing at the address indicated below.

Economic Risk and Suitability. The undersigned Purchaser represents and warrants as follows: (a) the undersigned Purchaser realizes that Purchaser's purchase of the Pubco Common Stock Shares involves a high degree of risk and are will be a speculative investment, and that he, she or it is able, without impairing the undersigned’s Purchaser's financial condition, to hold the Pubco Common Stock Shares for an indefinite period of time;. (b) the undersigned Purchaser recognizes that there is no assurance of future profitable operations and that investment in Pubco the Company involves substantial risks, and that the undersigned Purchaser has taken full cognizance of and understands all of the risk risks factors related to the Pubco purchase of the Common Stock;Shares. (c) the undersigned Purchaser has carefully considered and has, to the extent the undersigned Purchaser believes such discussion necessary, discussed with the undersigned’s Purchaser's professional legal, tax and financial advisors the suitability of an investment in Pubco the Company for the particular tax and financial situation of the undersigned Purchaser and that the undersigned Purchaser and/or the undersigned’s Purchaser's advisors have determined that the Pubco Common Stock is Shares are a suitable investment for the undersigned;Purchaser. (d) the The financial condition and investment of the undersigned Purchaser are such that he, she or it is in a financial position to hold the Pubco Common Stock Shares for an indefinite period of time and to bear the economic risk of, and withstand a complete loss of, the value of the Pubco Common Stock;Purchase Price. (e) the undersigned Purchaser alone, or with the assistance of professional advisors, has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of acquiring Purchaser's purchase of the Pubco Common Stock, Shares or has a pre-existing personal or business relationship with Pubco the Company or any of its officers, directors, or controlling persons of a duration and nature that enables the undersigned to be aware of the character, business acumen and general business and financial circumstances of Pubco the Company or such other person;. (f) if Purchaser has carefully read the undersigned is a partnershipDisclosure Documents and the Company has made available to Purchaser or Purchaser's advisors all information and documents requested by Purchaser relating to investment in the Common Shares, trust, corporation or other entity: (1) it was not organized for the purpose of acquiring the Pubco Common Stock (or and has provided answers to Purchaser's satisfaction to all of its equity owners are "accredited investors" as defined in Section 6 below); (2) it has Purchaser's questions concerning the power and authority to execute this Certificate Company and the person executing said document on its behalf has the necessary power to do so; (3) its principal place of business and principal office are located within the state set forth in its address below; and (4) all of its trustees, partners and/or shareholders, whichever the case may be, are bona fide residents of said state;Offering. (g) the undersigned understands that neither Pubco nor any of its officers or directors has any obligation to register the Pubco Common Stock under any federal or other applicable securities act or law; (h) the undersigned Purchaser has relied solely upon the Disclosure Documents, advice of his or her representatives, if any, and independent investigations made by the undersigned Purchaser and/or his or her the undersigned purchaser representatives, if any, in making the decision to acquire purchase the Pubco Common Stock Shares subscribed for herein and acknowledges that no representations or agreements other than those set forth in the Share Exchange Agreement Disclosure Documents have been made to the undersigned Purchaser in respect thereto;. (ih) all All information which the undersigned Purchaser has provided concerning the undersigned Purchaser himself, herself or itself is correct and complete as of the date set forth below, and if there should be any material change in such information prior to the issuance acceptance of this subscription for the Pubco Common StockShares, he, she or it will immediately provide such information to Pubco;the Company. (ji) the undersigned Purchaser confirms that the undersigned Purchaser has received no general solicitation or general advertisement and has attended no seminar or meeting (whose attendees have been invited by any general solicitation or general advertisement) and has received no advertisement in any newspaper, magazine, or similar media, broadcast on television or radio regarding acquiring the Pubco offering of the Common Stock; andShares. (kj) the undersigned Purchaser is at least 21 years of age and is a citizen of the United States residing resides at the address indicated below. (k) Purchaser hereby represents and warrants that (i) it is acquiring the Common Shares for investment for Purchaser's own account, and not as a nominee or agent and not with a view to the resale or distribution of all or any part of the Common Shares, and Purchaser has no present intention of selling, granting any participation in or otherwise distributing any of the Common Shares within the meaning of the Securities Act of 1933, as amended and (ii) Purchaser does not have any contracts, understandings, agreements or arrangements with any person and/or entity to sell, transfer or grant participations to such person and/or entity, with respect to any of the Common Shares.

Economic Risk and Suitability. The undersigned represents and warrants as follows: (a) the undersigned realizes that the Pubco Common Stock Securities involves a high degree of risk and are a speculative investment, and that he, she or it is able, without impairing the undersigned’s 's financial condition, to hold the Pubco Common Stock Securities for an indefinite period of time; (b) the undersigned recognizes that there is no assurance of future profitable operations and that investment in Pubco involves substantial risks, and that the undersigned has taken full cognizance of and understands all of the risk factors related to the Pubco Common StockSecurities; (c) the undersigned has carefully considered and has, to the extent the undersigned believes such discussion necessary, discussed with the undersigned’s 's professional legal, tax and financial advisors the suitability of an investment in Pubco for the particular tax and financial situation of the undersigned and that the undersigned and/or the undersigned’s 's advisors have determined that the Pubco Common Stock Securities is a suitable investment for the undersigned; (d) the financial condition and investment of the undersigned are such that he, she or it is in a financial position to hold the Pubco Common Stock Securities for an indefinite period of time and to bear the economic risk of, and withstand a complete loss of, the value of the Pubco Common StockSecurities; (e) the undersigned alone, or with the assistance of professional advisors, has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of acquiring the Pubco Common StockSecurities, or has a pre-existing personal or business relationship with Pubco or any of its officers, directors, or controlling persons of a duration and nature that enables the undersigned to be aware of the character, business acumen and general business and financial circumstances of Pubco or such other person; (f) if the undersigned is a partnership, trust, corporation or other entity: (1) it was not organized for the purpose of acquiring the Pubco Common Stock Securities (or all of its equity owners are "accredited investors" as defined in Section 6 below); (2) it has the power and authority to execute this Certificate and the person executing said document on its behalf has the necessary power to do so; (3) its principal place of business and principal office are located within the state set forth in its address below; and (4) all of its trustees, partners and/or shareholders, whichever the case may be, are bona fide residents of said state; (g) the undersigned understands that neither Pubco nor any of its officers or directors has any obligation to register the Pubco Common Stock Securities under any federal or other applicable securities act or law; (h) the undersigned has relied solely upon the advice of his or her representatives, if any, and independent investigations made by the undersigned and/or his or her the undersigned representatives, if any, in making the decision to acquire the Pubco Common Stock Securities and acknowledges that no representations or agreements other than those set forth in the Share Exchange Agreement have been made to the undersigned in respect thereto; (i) all information which the undersigned has provided concerning the undersigned himself, herself or itself is correct and complete as of the date set forth below, and if there should be any material change in such information prior to the issuance of the Pubco Common StockSecurities, he, she or it will immediately provide such information to Pubco; (j) the undersigned confirms that the undersigned has received no general solicitation or general advertisement and has attended no seminar or meeting (whose attendees have been invited by any general solicitation or general advertisement) and has received no advertisement in any newspaper, magazine, or similar media, broadcast on television or radio regarding acquiring the Pubco Common StockSecurities; and (k) the undersigned is at least 21 years of age and is a citizen of the United States residing at the address indicated below.

Economic Risk and Suitability. The undersigned represents and warrants as follows: (a) the undersigned realizes that the Pubco Common Stock involves a high degree of risk and are a speculative investment, and that he, she or it is able, without impairing the undersigned’s financial condition, to hold the Pubco Common Stock for an indefinite period of time; (b) the undersigned recognizes that there is no assurance of future profitable operations and that investment in Pubco involves substantial risks, and that the undersigned has taken full cognizance of and understands all of the risk factors related to the Pubco Common Stock; (c) the undersigned has carefully considered and has, to the extent the undersigned believes such discussion necessary, discussed with the undersigned’s professional legal, tax and financial advisors the suitability of an investment in Pubco for the particular tax and financial situation of the undersigned and that the undersigned and/or the undersigned’s advisors have determined that the Pubco Common Stock is a suitable investment for the undersigned; (d) the financial condition and investment of the undersigned are such that he, she or it is in a financial position to hold the Pubco Common Stock for an indefinite period of time and to bear the economic risk of, and withstand a complete loss of, the value of the Pubco Common Stock; (e) the undersigned alone, or with the assistance of professional advisors, has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of acquiring the Pubco Common Stock, or has a pre-existing personal or business relationship with Pubco or any of its officers, directors, or controlling persons of a duration and nature that enables the undersigned to be aware of the character, business acumen and general business and financial circumstances of Pubco or such other person; (f) if the undersigned is a partnership, trust, corporation or other entity: (1) it was not organized for the purpose of acquiring the Pubco Common Stock (or all of its equity owners are "accredited investors" as defined in Section 6 below); (2) it has the power and authority to execute this Certificate and the person executing said document on its behalf has the necessary power to do so; (3) its principal place of business and principal office are located within the state set forth in its address below; and (4) all of its trustees, partners and/or and/ or shareholders, whichever the case may be, are bona fide residents of said state; (g) the undersigned understands that neither Pubco nor any of its officers or directors has any obligation to register the Pubco Common Stock under any federal or other applicable securities act or law; (h) the undersigned has relied solely upon the advice of his or her representatives, if any, and independent investigations made by the undersigned and/or his or her the undersigned representatives, if any, in making the decision to acquire the Pubco Common Stock and acknowledges that no representations or agreements other than those set forth in the Share Exchange Agreement MERGER AGREEMENT AND PLAN OF REORGANIZATION have been made to the undersigned in respect thereto; (i) all information which the undersigned has provided concerning the undersigned himself, herself or itself is correct and complete as of the date set forth below, and if there should be any material change in such information prior to the issuance of the Pubco Common Stock, he, she or it will immediately provide such information to Pubco; (j) the undersigned confirms that the undersigned has received no general solicitation or general advertisement and has attended no seminar or meeting (whose attendees have been invited by any general solicitation or general advertisement) and has received no advertisement in any newspaper, magazine, or similar media, broadcast on television or radio regarding acquiring the Pubco Common Stock; and (k) the undersigned is at least 21 years of age and is a citizen of the United States residing at the address indicated below.

Economic Risk and Suitability. The undersigned represents and warrants as follows: (a) the undersigned realizes that the Pubco Ireland Common Stock involves a high degree of risk and are a speculative investment, and that he, she or it is able, without impairing the undersigned’s financial condition, to hold the Pubco Ireland Common Stock for an indefinite period of time; (b) the undersigned recognizes that there is no assurance of future profitable operations and that investment in Pubco Ireland involves substantial risks, and that the undersigned has taken full cognizance of and understands all of the risk factors related to the Pubco Ireland Common Stock; (c) the undersigned has carefully considered and has, to the extent the undersigned believes such discussion necessary, discussed with the undersigned’s professional legal, tax and financial advisors the suitability of an investment in Pubco Ireland for the particular tax and financial situation of the undersigned and that the undersigned and/or the undersigned’s advisors have determined that the Pubco Ireland Common Stock is a suitable investment for the undersigned; (d) the financial condition and investment of the undersigned are such that he, she or it is in a financial position to hold the Pubco Ireland Common Stock for an indefinite period of time and to bear the economic risk of, and withstand a complete loss of, the value of the Pubco Ireland Common Stock; (e) the undersigned alone, or with the assistance of professional advisors, has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of acquiring the Pubco Ireland Common Stock, or has a pre-existing personal or business relationship with Pubco Ireland or any of its officers, directors, or controlling persons of a duration and nature that enables the undersigned to be aware of the character, business acumen and general business and financial circumstances of Pubco Ireland or such other person; (f) the undersigned has carefully read the Disclosure Documents and Ireland has made available to the undersigned or the undersigned’s advisors all information and documents requested by the undersigned relating to investment in the Ireland Common Stock, and has provided answers to the undersigned’s satisfaction to all of the undersigned’s questions concerning Ireland; (g) if the undersigned is a partnership, trust, corporation or other entity: (1) it was not organized for the purpose of acquiring the Pubco Ireland Common Stock (or all of its equity owners are "accredited investors" as defined in Section 6 belowRule 501 of Regulation D); (2) it has the power and authority to execute this Certificate and the person executing said document on its behalf has the necessary power to do so; (3) its principal place of business and principal office are located within the state set forth in its address below; and (4) all of its trustees, partners and/or shareholders, whichever the case may be, are bona fide residents of said state; (gh) the undersigned understands that neither Pubco Ireland nor any of its officers or directors has any obligation to register the Pubco Ireland Common Stock under any federal or other applicable securities act or law; (hi) the undersigned has relied solely upon the Disclosure Documents, advice of his or her representatives, if any, and independent investigations made by the undersigned and/or his or her the undersigned representatives, if any, in making the decision to acquire the Pubco Ireland Common Stock and acknowledges that no representations or agreements other than those set forth in the Share Exchange Agreement Disclosure Documents have been made to the undersigned in respect thereto; (ij) all information which the undersigned has provided concerning the undersigned himself, herself or itself is correct and complete as of the date set forth below, and if there should be any material change in such information prior to the issuance of the Pubco Ireland Common Stock, he, she or it will immediately provide such information to PubcoIreland; (jk) the undersigned confirms that the undersigned has received no general solicitation or general advertisement and has attended no seminar or meeting (whose attendees have been invited by any general solicitation or general advertisement) and has received no advertisement in any newspaper, magazine, or similar media, broadcast on television or radio regarding acquiring the Pubco Ireland Common Stock; and (kl) the undersigned is at least 21 years of age and is a citizen of the United States residing at the address indicated below.