Common use of Investor Entities Clause in Contracts

Investor Entities. ¨ Any trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase of the Securities is directed by a person who has such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of the prospective investment in the Securities. Note: If this qualification is selected, the representative of the trust must deliver to the Company a written summary of his or her knowledge and experience in financial and business matters on a separate form to be provided by the Company. ¨ Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940. ¨ Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the Securities, with total assets in excess of $5,000,000. The undersigned is a _____________________________ meeting the foregoing description. (Insert Type of Entity) ¨ Any entity in which all of the equity owners are Accredited Investors. ¨ Any bank as defined in section 3(a)(2) of the Securities Act of 1933, as amended (the “Act”), or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors. DATE: ____________, 2011 PRINT NAME SIGNATURE

Investor Entities. ¨ Any entity in which all of the equity owners are Accredited Investors. ¨ Any trust with total assets in excess of $US$5,000,000, not formed for the specific purpose of acquiring the Securitiesshares of Common Stock, whose purchase of the Securities shares of Common Stock is directed by a person who has such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of the prospective investment in the Securitiesshares of Common Stock. Note: If this qualification is selected, the representative of the trust must deliver to the Company a written summary of his or her knowledge and experience in financial and business matters on a separate form to be provided by the Company. ¨ Any private business development company as defined in section Section 202(a)(22) of the Investment Advisers Act of 1940. ¨ Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, limited liability company not formed for the specific purpose of acquiring the Securitiesshares of Common Stock, with total assets in excess of $US$5,000,000. The undersigned is a _____________________________ meeting the foregoing description. (Insert Type of Entity) ¨ Any entity in which all of meeting the equity owners are Accredited Investorsforegoing description. ¨ Any bank as defined in section Section 3(a)(2) of the Securities Act of 1933, as amended (the “Act”), or any savings and loan association or other institution as defined in section Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section Section 15 of the Securities Exchange Act of 1934, as amended; any insurance company as defined in section Section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section Section 2(a)(48) of that Act; Small Business Investment Company licensed by the U.S. Small Business Administration under section Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $US$5,000,000; employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $US$5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investorsAccredited Investors. DATE: ____________, 2011 PRINT NAME SIGNATUREThe undersigned is a (Insert Type of Entity) meeting the foregoing description.

Investor Entities. ¨ Any trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase of the Securities is directed by a person who has such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of the prospective investment in the Securities. Note: If this qualification is selected, the representative of the trust must deliver to the Company a written summary of his or her knowledge and experience in financial and business matters on a separate form to be provided by the Company. ¨ Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940. ¨ Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the Securities, with total assets in excess of $5,000,000. The undersigned is a _____________________________ meeting the foregoing description. (Insert Type of Entity) ¨ Any entity in which all of the equity owners are Accredited Investors. ¨ Any bank as defined in section 3(a)(2) of the Securities Act of 1933, as amended (the “Act”), or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors. DATEThe remainder of this page is intentionally left blank If the Purchaser is an INDIVIDUAL, or if the Purchasers are INDIVIDUALS who have purchased as JOINT TENANTS, as JOINT TENANTS with RIGHT OF SURVIVORSHIP, as TENANTS IN COMMON, or as COMMUNITY PROPERTY: Xx. Xxxxx Xxxx Print Names(s) ___________________________ Social Security Number(s) /s/ Xx. Xxxxx Xxxx Signature(s) of Investor(s) ___________________________ Joint Signature Address September 17, 2010 Date If the Purchaser is a PARTNERSHIP, CORPORATION, TRUST, LIMITED LIABILITY COMPANY or LIMITED LIABILITY PARTNERSHIP: ___________________________ Name of Partnership, 2011 PRINT NAME SIGNATURECorporation, Trust, Limited Liability Company or Limited Liability Partnership Address: ___________________________ Federal Taxpayer Identification Number By:___________________________ ___________________________ Name: ________________________ State of Organization Title: ________________________ SUBSCRIPTION FOR A NOTE IN THE PRINCIPAL AMOUNT OF $273,500.00 AND 136,750 SHARES OF COMMON STOCK OF THE COMPANY ACCEPTED AND AGREED TO THIS 17th DAY OF SEPTEMBER , 2010. XXXXXXXX TECHNOLOGIES, INC. By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx Chief Financial Officer EXHIBIT A UNSECURED PROMISSORY NOTE

Investor Entities. ¨ Any trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase of the Securities is directed by a person who has such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of the prospective investment in the Securities. Note: If this qualification is selected, the representative of the trust must deliver to the Company a written summary of his or her knowledge and experience in financial and business matters on a separate form to be provided by the Company. ¨ Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940. ¨ Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the Securities, with total assets in excess of $5,000,000. The undersigned is a _____________________________ meeting the foregoing description. (Insert Type of Entity) ¨ Any entity in which all of the equity owners are Accredited Investors. ¨ Any bank as defined in section 3(a)(2) of the Securities Act of 1933, as amended (the “Act”), or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors. DATEThe remainder of this page is intentionally left blank If the Purchaser is an INDIVIDUAL, or if the Purchasers are INDIVIDUALS who have purchased as JOINT TENANTS, as JOINT TENANTS with RIGHT OF SURVIVORSHIP, as TENANTS IN COMMON, or as COMMUNITY PROPERTY: Xxx Xxxx Print Names(s) ___________________________ Social Security Number(s) /s/ Xxx Xxxx Signature(s) of Investor(s) ___________________________ Joint Signature ___________________________ Address ___________________________ Date If the Purchaser is a PARTNERSHIP, CORPORATION, TRUST, LIMITED LIABILITY COMPANY or LIMITED LIABILITY PARTNERSHIP: ___________________________ Name of Partnership, 2011 PRINT NAME SIGNATURECorporation, Trust, Limited Liability Company or Limited Liability Partnership Address: ___________________________ Federal Taxpayer Identification Number By:___________________________ ___________________________ Name: ________________________ State of Organization Title:________________________ SUBSCRIPTION FOR A NOTE IN THE PRINCIPAL AMOUNT OF $20,000.00 AND 10,000 SHARES OF COMMON STOCK OF THE COMPANY ACCEPTED AND AGREED TO THIS 11th DAY OF FEBRUARY, 2011. XXXXXXXX TECHNOLOGIES, INC. By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx Chief Financial Officer

Investor Entities. ¨ Any trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase of the Securities is directed by a person who has such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of the prospective investment in the Securities. Note: If this qualification is selected, the representative of the trust must deliver to the Company a written summary of his or her knowledge and experience in financial and business matters on a separate form to be provided by the Company. ¨ Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940. ¨ Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the Securities, with total assets in excess of $5,000,000. The undersigned is a _____________________________ meeting the foregoing description. (Insert Type of Entity) ¨ Any entity in which all of the equity owners are Accredited Investors. ¨ Any bank as defined in section 3(a)(2) of the Securities Act of 1933, as amended (the “Act”), or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors. DATEThe remainder of this page is intentionally left blank If the Purchaser is an INDIVIDUAL, or if the Purchasers are INDIVIDUALS who have purchased as JOINT TENANTS, as JOINT TENANTS with RIGHT OF SURVIVORSHIP, as TENANTS IN COMMON, or as COMMUNITY PROPERTY: Xxxxxxx X. Xxxxx Print Names(s) ___________________________ Social Security Number(s) /s/ Xxxxxxx X. Xxxxx Signature(s) of Investor(s) ___________________________ Joint Signature ___________________________ Address ___________________________ Date If the Purchaser is a PARTNERSHIP, CORPORATION, TRUST, LIMITED LIABILITY COMPANY or LIMITED LIABILITY PARTNERSHIP: ___________________________ Name of Partnership, 2011 PRINT NAME SIGNATURECorporation, Trust, Limited Liability Company or Limited Liability Partnership Address: ___________________________ Federal Taxpayer Identification Number By:___________________________ ___________________________ Name: ________________________ State of Organization Title:________________________ SUBSCRIPTION FOR A NOTE IN THE PRINCIPAL AMOUNT OF $50,000.00 AND 25,000 SHARES OF COMMON STOCK OF THE COMPANY ACCEPTED AND AGREED TO THIS 17th DAY OF SEPTEMBER , 2010. XXXXXXXX TECHNOLOGIES, INC. By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx Chairman EXHIBIT A UNSECURED PROMISSORY NOTE

Investor Entities. ¨ Any entity in which all of the equity owners are Accredited Investors. ¨ Any trust with total assets in excess of $US$5,000,000, not formed for the specific purpose of acquiring the Securitiesshares of Common Stock, whose purchase of the Securities shares of Common Stock is directed by a person who has such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of the prospective investment in the Securitiesshares of Common Stock. Note: If this qualification is selected, the representative of the trust must deliver to the Company a written summary of his or her knowledge and experience in financial and business matters on a separate form to be provided by the Company. ¨ Any private business development company as defined in section Section 202(a)(22) of the Investment Advisers Act of 1940. ¨ Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, limited liability company not formed for the specific purpose of acquiring the Securitiesshares of Common Stock, with total assets in excess of $US$5,000,000. The undersigned is a ________________________(Insert Type of Entity)_____ meeting the foregoing description. (Insert Type of Entity) ¨ Any entity in which all of the equity owners are Accredited Investors. ¨ Any bank as defined in section Section 3(a)(2) of the Securities Act of 1933, as amended (the “Act”), or any savings and loan association or other institution as defined in section Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section Section 15 of the Securities Exchange Act of 1934, as amended; any insurance company as defined in section Section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section Section 2(a)(48) of that Act; Small Business Investment Company licensed by the U.S. Small Business Administration under section Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $US$5,000,000; employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $US$5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investorsAccredited Investors. DATE: The undersigned is a ____(Insert Type of Entity)________, 2011 PRINT NAME SIGNATURE_ meeting the foregoing description.