Common use of Investor Representations and Warranties Clause in Contracts

Investor Representations and Warranties. The undersigned hereby acknowledges, represents and warrants to, and agrees with, the Company and its affiliates as follows: (a) The undersigned has full power and authority to enter into this Agreement, the execution and delivery of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersigned. (b) The undersigned understands that the Company is under no obligation to register the Shares under the Securities Act, or to assist the undersigned in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction. (c) The undersigned understands that an investment in the Shares is a speculative investment that involves a high degree of risk and the potential loss of his entire investment. (d) The undersigned's overall commitment to investments that are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Shares will not cause such overall commitment to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SEC. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned a. I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents. b. I acknowledge and am aware that there is no assurance as to the future performance of the Company. c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has full power advised me to seek the advice of experts in such areas prior to making this investment. d. I am purchasing the Securities for my own account for investment purposes only and authority not with a view to enter into this Agreementor for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the execution Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and delivery under applicable securities laws of this Agreement has been duly authorizedcertain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me. e. I recognize that the Securities, if applicableas an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and this Agreement constitutes a valid I have adequate means for providing for my current financial needs and legally binding obligation contingencies and have no need for liquidity with respect to my investment in the Company. f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the undersignedCompany for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. (b) The undersigned understands that g. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company is to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks. h. I have relied solely upon my own investigation in making a decision to invest in the Company. i. I have received no obligation representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to register the Shares Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction. k. I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. l. I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities. m. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to assist the undersigned fairness of an investment in complying with the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws. n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state state, the Securities may not be sold, assigned, pledged or otherwise disposed of the United States unless they are so registered or of any foreign jurisdictionan exemption from such registration is available. (c) The undersigned understands that o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Shares is a speculative investment that involves a high degree Company in view of risk my overall financial needs and with respect to the potential loss legal and tax implications of his entire such investment. (d) The undersigned's overall commitment to investments that are not readily marketable p. If the Investor is not disproportionate to the undersigned's net wortha corporation, company, trust, employee benefit plan, individual retirement account, Kxxxx Plan, or other tax-exempt entity, it is authorized and an investment in the Shares will not cause such overall commitment qualified to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment an Investor in the Company that and the person signing this Subscription Agreement on behalf of such entity has been requested duly authorized by the undersigned. such entity to do so. q. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933information contained in my Investor Questionnaire, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission well as any information which are available I have furnished to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review with respect to my financial position and business experience, is correct and complete as of the Filed Documents as the undersigned has deemed necessarydate of this Subscription Agreement and, including, but not limited if there should be any material change in such information prior to the section entitled “RISK FACTORS” in Closing of the offering, I will furnish such revised or corrected information to the Company’s latest S-1/A filed with the SEC. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned has full power I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and authority have read carefully the Offering Documents and I understand that by signing this Subscription Agreement I am agreeing to enter into this be bound by all of the terms and conditions of the Financing Agreement, Bridge Note and Security Agreement, which are included in the execution and delivery of this Agreement has been duly authorized, if applicableOffering Documents, and my signature on this Subscription Agreement constitutes is deemed to be a valid and legally binding obligation of signature on the undersignedFinancing Agreement. (b) The undersigned understands I acknowledge and am aware that there is no assurance as to the future performance of the Company. (c) I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Units, and the Company has advised me to seek the advice of experts in such areas prior to making this investment. (d) I am purchasing the Units for my own account for investment purposes and not with a view to or for sale in connection with the distribution of the Units, the Bridge Notes, the Warrants, or the shares of common stock issuable upon conversion of the Bridge Notes and exercise of the Warrants, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Units have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. Furthermore, I hereby acknowledge and agree that I will not sell, transfer, pledge, encumber, give or otherwise dispose of, either publicly or privately, the Units, the Bridge Notes, or the shares of common stock issuable upon conversion of the Bridge Notes and exercise of the Warrants. I hereby authorize the Company to place a legend denoting the restrictions on the Units that may be issued to me, as well as the Bridge Notes, Warrants, and shares of common stock issuable upon conversion of the Bridge Notes and exercise of the Warrants. (e) Except as described in my Investor Questionnaire, I am not a member of the National Association of Securities Dealers, Inc. (“NASD”); I am not and have not, for a period of 12 months prior to the date of this Subscription Agreement, been affiliated or associated with any company, firm, or other entity which is a member of the NASD; and I do not own any stock or other interest in any member of the NASD (other than interests acquired in open market purchases). (f) I recognize that the Units, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Units is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company. (g) I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents and related documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Units and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. (h) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Units and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks. (i) I have relied solely upon my own investigation in making a decision to invest in the Company. (j) I have received no obligation representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to register the Shares Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (k) I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction. (l) I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. (m) I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” category. I can bear the entire economic risk of the investment in the Units for an indefinite period of time and I am knowledgeable about and experienced in investments in the equity securities of non-publicly traded companies, including early stage companies. I am acquiring the Units for my own account for investment purposes only and not with a view to the resale or distribution of such securities within the meaning of the Securities Act of 1933, as amended. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities. (n) I understand that (1) the Units and the underlying securities have not been registered under the Securities Act, or the securities laws of certain states in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to assist the undersigned fairness of an investment in complying with the Company and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of the exemptions afforded by the Securities Act and certain state securities laws. (o) I understand that (1) since neither the offer nor sale of the Units has been registered under the Securities Act or the securities laws of any state state, the Units may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available, and (2) it is not anticipated that there will be any market for the resale of the United States or of any foreign jurisdictionUnits. (cp) The undersigned understands that I have been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Shares is a speculative investment that involves a high degree Company in view of risk my overall financial needs and with respect to the potential loss legal and tax implications of his entire such investment. (dq) The undersigned's overall commitment If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and qualified to investments that are not readily marketable is not disproportionate to the undersigned's net worth, and become an investment Investor in the Shares will not cause Company and the person signing this Subscription Agreement on behalf of such overall commitment entity has been duly authorized by such entity to become excessivedo so. (er) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment contained in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933my Investor Questionnaire, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission well as any information which are available I have furnished to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review with respect to my financial position and business experience, is correct and complete as of the Filed Documents as the undersigned has deemed necessarydate of this Subscription Agreement and, including, but not limited if there should be any material change in such information prior to the section entitled “RISK FACTORS” in Closing of the offering, I will furnish such revised or corrected information to the Company’s latest S-1/A filed with the SEC. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned a. I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents. b. I acknowledge and am aware that there is no assurance as to the future performance of the Company. c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has full power advised me to seek the advice of experts in such areas prior to making this investment. d. I am purchasing the Securities for my own account for investment purposes only and authority not with a view to enter into this Agreementor for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the execution Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and delivery under applicable securities laws of this Agreement has been duly authorizedcertain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me. e. I recognize that the Securities, if applicableas an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and this Agreement constitutes a valid I have adequate means for providing for my current financial needs and legally binding obligation contingencies and have no need for liquidity with respect to my investment in the Company. f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the undersignedCompany for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. (b) The undersigned understands that g. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company is to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks. h. I have relied solely upon my own investigation in making a decision to invest in the Company. i. I have received no obligation representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to register the Shares Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction. k. I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. l. I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities. m. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to assist the undersigned fairness of an investment in complying with the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws. n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state state, the Securities may not be sold, assigned, pledged or otherwise disposed of the United States unless they are so registered or of any foreign jurisdictionan exemption from such registration is available. (c) The undersigned understands that o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Shares is a speculative investment that involves a high degree Company in view of risk my overall financial needs and with respect to the potential loss legal and tax implications of his entire such investment. (d) The undersigned's overall commitment to investments that are not readily marketable p. If the Investor is not disproportionate to the undersigned's net wortha corporation, company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and an investment in the Shares will not cause such overall commitment qualified to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment an Investor in the Company that and the person signing this Subscription Agreement on behalf of such entity has been requested duly authorized by the undersigned. such entity to do so. q. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933information contained in my Investor Questionnaire, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission well as any information which are available I have furnished to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review with respect to my financial position and business experience, is correct and complete as of the Filed Documents as the undersigned has deemed necessarydate of this Subscription Agreement and, including, but not limited if there should be any material change in such information prior to the section entitled “RISK FACTORS” in Closing of the offering, I will furnish such revised or corrected information to the Company’s latest S-1/A filed with the SEC. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledges, represents and warrants to, and agrees with, the Company and its affiliates as follows: (a) The undersigned has full power and authority to enter into this Agreement, the execution and delivery of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersigned. (b) The undersigned understands that the Company is under no obligation to register the Shares under the Securities Act, or to assist the undersigned in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction. (c) The undersigned understands that an investment in the Shares is a speculative investment that involves a high degree of risk and the potential loss of his entire investment. (d) The undersigned's overall commitment to investments that are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Shares will not cause such overall commitment to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx wxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SEC. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledges, represents A. Investor has the requisite power and warrants authority to, and agrees with, the Company and its affiliates as follows: : (a) execute and deliver this Agreement and each other agreement contemplated hereby; (b) perform its covenants and obligations hereunder and thereunder; and (c) consummate the transactions contemplated by this Agreement and each other agreement contemplated hereby. The undersigned has full power and authority to enter into this Agreement, the execution and delivery of this Agreement has and each other agreement contemplated hereby by the Investor, the performance by the Investor of its covenants and obligations hereunder and thereunder and the consummation of the transactions contemplated by this Agreement and each other agreement contemplated hereby have been duly authorizedauthorized by all necessary action on the part of the Investor and no additional action on the part of the Investor is necessary. This Agreement and each other agreement contemplated hereby have been duly executed and delivered by the Investor and, if applicableassuming the due authorization, execution and this Agreement constitutes a delivery by the Issuer, constitute legal, valid and legally binding obligation obligations of the undersignedInvestor, enforceable against the Investor in accordance with their terms, except as such enforceability (A) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally; and (B) is subject to general principles of equity. B. Investor represents and warrants that, as of the date hereof, it (bi) The undersigned understands that the Company is under no obligation to register the Shares a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act, or to assist the undersigned in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction. (c) The undersigned understands that an investment in the Shares is a speculative investment that involves a high degree of risk and the potential loss of his entire investment. (d) The undersigned's overall commitment to investments that are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Shares will not cause such overall commitment to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933, as amended (the “Exchange Securities Act”)) or an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), (ii) is acquiring the Acquired Shares only for its own account and not for the account of others, or if Investor is subscribing for the Acquired Shares as a fiduciary or agent for one or more investor accounts, each owner of such account is a “qualified institutional buyer” (as defined above) and Investor has full investment discretion with respect to each such account, and pursuant thereto has filed reports the full power and other documents authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account and (iii) is not acquiring the Acquired Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SECAct. (f) The undersigned C. Investor understands that the price Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Acquired Shares has have not been determined arbitrarily registered under the Securities Act. Investor understands that the Acquired Shares may not be resold, transferred, pledged or otherwise disposed of by Investor absent an effective registration statement under the Company Securities Act, except (i) to the Issuer or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act, (iii) pursuant to Rule 144 under the Securities Act, or (iv) pursuant to another applicable exemption from the registration requirements of the Securities Act, and that any certificates or book-entry records representing the Acquired Shares shall contain a legend to such effect. Investor understands and agrees that the Acquired Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, Investor may not be able to readily resell the Acquired Shares and may exceed be required to bear the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial financial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Acquired Shares for an indefinite period of time. Investor understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Acquired Shares. D. Investor understands that the Acquired Shares are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities laws and that basis believes the Issuer is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the applicability of such exemptions and the suitability of the Investor to acquire the Acquired Shares. E. Investor understands and agrees that his Investor is purchasing the Acquired Shares directly from the Issuer. Investor further acknowledges that there have been no representations, warranties, covenants and agreements made to Investor by the Issuer or any of its officers or directors, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement. F. In making its decision to subscribe for and purchase the Acquired Shares, Investor represents that it has relied solely upon its own independent investigation. Investor acknowledges and agrees that Investor has received such information as Investor deems necessary in order to make an investment decision with respect to the Acquired Shares. Investor represents and agrees that Investor and Xxxxxxxx’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as Investor and such Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Acquired Shares. Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Acquired Shares. Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Acquired Shares, and Investor has sought such accounting, legal and tax advice as Investor has considered necessary to make an informed investment decision. Alone, or together with any professional advisor(s), Investor represents and acknowledges that Investor has adequately analyzed and fully considered the risks of an investment in the Acquired Shares and determined that the Acquired Shares are a suitable investment for Investor and that Investor is suitable able at this time and appropriate for in the undersignedforeseeable future to bear the economic risk of a total loss of Investor’s investment in the Acquired Shares.

Investor Representations and Warranties. The undersigned Investor hereby acknowledges, represents and warrants to, and agrees with, the Company and its affiliates as follows: (a) 3.1 The undersigned has full power acknowledges his understanding that the offering and authority to enter into this Agreement, the execution and delivery of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation sale of the undersigned. (b) The undersigned understands that the Company is under no obligation Shares are restricted and will be included in a Registration Statement to register the Shares under the Securities Act, or to assist the undersigned in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction. (c) The undersigned understands that an investment in the Shares is a speculative investment that involves a high degree of risk and the potential loss of his entire investment. (d) The undersigned's overall commitment to investments that are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Shares will not cause such overall commitment to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933, as amended (the “Exchange Act”), and pursuant thereto has be filed reports and other documents with the Securities and Exchange Commission which are available Commission. In furtherance thereof, the undersigned represents and warrants to and agrees with the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review of the Filed Documents as that the undersigned has deemed necessary, including, but not limited the financial ability to bear the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SEC. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial economic risk of further dilution on his investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to his investment in the Company. 3.2 The Investor: (ga) Other than has been given the opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of the offering and other matters pertaining to this investment, and has been given the opportunity to obtain such additional information necessary to verify the accuracy of the information contained in the Documents or that which was otherwise provided in order for him to evaluate the merits and risks of purchase of the Stock to the extent the Company possesses such information or can acquire it without unreasonable efforts or expense, and has not been furnished any other offering literature or prospectus except as mentioned herein or in the Documents; (b) has been provided an opportunity to obtain additional information concerning the offering, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; (c) has not been furnished with any oral representation or oral information in connection with the offering of the Stock which is not contained in the Documents; and (d) has determined that the Stock is a suitable investment for him/her and that at this time (s)he could bear a complete loss of his investment. 3.3 The undersigned is not relying on the Company thereof with respect to economic considerations involved in this investment. The undersigned has relied on the advice of, or has consulted with, in regard to the economic considerations involved in this investment, only those persons, if any, named as Purchaser Representative. The undersigned is capable of evaluating the merits and risks of this investment on the terms and conditions set forth in the Documents and each has disclosed to the undersigned in writing (a copy of which is annexed to this agreement) the specific details of any and all past, present or future relationships, actual or contemplated, between himself and the Company or any affiliate or subsidiary of any of the foregoing; 3.4 If the Investor is a corporation, partnership, trust or other entity, the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so; 3.5 No representation or warranties have been made to the Investor by the Company, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company herein. 3.6 The undersigned confirms that the decision to subscribe for the Stock was not made as a result of any material information about the Company’s affairs that had not been publicly disclosed; 3.7 The undersigned acknowledges that: (a) the undersigned is purchasing the Stock pursuant to an exemption under the Act on the basis that the undersigned is sophisticated and, as a consequence: (i) is restricted from using most of the civil remedies available under securities legislation, (ii) may not receive information that would otherwise be required to be provided to him under securities legislation, and (iii) the Company is relieved from certain obligations that would otherwise apply under securities legislation; (b) the Stock is being purchased by the undersigned as principal for investment only and not with a view to the distribution thereof, and the undersigned is not relying upon participating directly or indirectly in any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative underwriting of the Company in determining to invest in Stock. (c) the Shares. The undersigned has consultedhad an opportunity to ask questions of, to and receive answers from persons acting on behalf of the extent deemed appropriate by Company; 3.8 The foregoing representations, warranties and agreements shall survive the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersignedClosing.

Investor Representations and Warranties. The undersigned Subscriber hereby acknowledges, represents and warrants to, and agrees with, to the Company and its affiliates as follows: (a) The undersigned Subscriber is acquiring the Notes for his own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part, and no other person has a direct or indirect beneficial interest in such Notes. Further, the Subscriber does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Notes for which the Subscriber is subscribing. (b) The Subscriber has full power and authority to enter into this Subscription Agreement, the execution and delivery of this Subscription Agreement has have been duly authorized, if applicable, and this Subscription Agreement constitutes a valid and legally binding obligation of the undersignedSubscriber. (bc) The undersigned Subscriber acknowledges that the offering and sale of the Notes is intended to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), by virtue of Section 4(2) or 4(6) of the Securities Act and the provisions of Regulation D promulgated thereunder ("Regulation D"). In furtherance thereof, the Subscriber represents and warrants to and agrees with the Company as follows: (i) The Subscriber is an "accredited investor" within the meaning of Rule 501 (a) of Regulation D; (ii) The Subscriber has the financial ability to bear the economic risk of his investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to his investment in the Company; (iii) No Person has acted as the Subscriber's Purchaser Representative for purposes of the private placement exemption under the Securities Act; and (iv) The Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Notes. If other than an individual, the Subscriber also represents it has not been organized for the purpose of acquiring the Notes. (d) The information in the Investor Questionnaire completed and executed by the Subscriber in the form of the Investor Questionnaire included as Exhibit C hereto (the "Investor Questionnaire") is accurate and true in all respects. (e) The Subscriber: (i) Has been furnished with the Company's Confidential Memorandum, and the Subscriber has carefully read the Confidential Memorandum, and understands and has evaluated the risks and the considerations described in the Confidential Memorandum; (ii) Has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning the offering of the Notes, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; (iii) Has been given the opportunity for a reasonable period of time prior to the date hereof to ask questions of, and receive answers from, the Company or its representatives concerning the terms and conditions of the offering of the Notes and other matters pertaining to this investment, and has been given the opportunity for a reasonable period of time prior to the date hereof to obtain such additional information necessary in order for him to evaluate the merits and risks of purchase of the Notes to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; (iv) Has not been furnished with any oral or written representation or oral or written information in connection with the offering of the Notes which is not contained in this Subscription Agreement; and (v) Has determined that the Notes are a suitable investment for the Subscriber and that at this time the Subscriber could bear a complete loss of such investment. (f) The Subscriber is not relying on the Company or its affiliates with respect to economic considerations involved in this investment. The Subscriber has relied on the advice of, or has consulted with only those persons, if any, named as Subscriber Representative(s) herein and in the Investor Questionnaire. Each Subscriber Representative identified by the Subscriber, if any, is capable of evaluating the merits and risks of an investment in the Notes on the terms and conditions set forth herein and in the Executive Summary and each Subscriber Representative has disclosed to the Subscriber in writing (a copy of which is annexed to this Agreement) the specific details of any and all past, present or future relationships, actual or contemplated, between himself and the Company. (g) The Subscriber represents, warrants and agrees that he will not sell or otherwise transfer the Notes, or the Common stock issuable upon conversion thereof, without registration under the Securities Act or an exemption therefrom and fully understands and agrees that he must bear the economic risk of his purchase because, among other reasons, the Notes have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states or an exemption from such registration is available. In particular, the Subscriber is aware that the Notes are "restricted securities," as such term is defined in Rule 144 promulgated under the Securities Act ("Rule 144"), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Subscriber also understands that the Company is under no obligation to register the Shares under Notes, or the Securities ActCommon stock issuable upon conversion of the Notes, on Subscriber's behalf or to assist the undersigned him in complying with any exemption from registration under the Securities Act or applicable state securities laws. The Subscriber further understands that sales or transfers of the Notes and the Common stock issuable upon conversion thereof are further restricted by state securities laws and the provisions of any state of the United States or of any foreign jurisdictionthis Agreement. (ch) No representations or warranties have been made to the Subscriber by the Company, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company contained herein, and in subscribing for the Notes the Subscriber is not relying upon any representations other than those contained herein. (i) Any information which the Subscriber has heretofore furnished to the Company with respect to his financial position and business experience is correct and complete as of the date of this Subscription Agreement and if there should be any material change in such information he will immediately furnish such revised or corrected information to the Company. (j) The undersigned Subscriber understands and agrees that the certificates for the Notes, and any Common stock issued upon conversion thereof, shall bear substantially the following legend until (i) such securities shall have been registered under the Securities Act and effectively been disposed of in accordance with a registration statement that has been declared effective; or (ii) in the opinion of counsel for the Company such securities be may sold without registration under the Securities Act as well as any applicable "Blue Sky" or state securities laws: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT BUT ONLY UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL TO THE CORPORATION OR OTHER COUNSEL REASONABLY ACCEPTABLE TO THE CORPORATION THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY APPLICABLE BLUE SKY OR SIMILAR SECURITIES LAW." (k) The Subscriber's overall commitment to investments which are not readily marketable is not disproportionate to the Subscriber's net worth, and an investment in the Notes will not cause such overall commitment to become excessive. (l) The Subscriber understands that an investment in the Shares Notes is a speculative investment that investment, which involves a high degree of risk and the potential loss of his entire investment. (dm) The undersigned's overall commitment to investments that are not readily marketable is not disproportionate to the undersigned's net worthforegoing representations, warranties, and an agreements shall survive the closing of the investment in the Shares will not cause such overall commitment to become excessiveNotes. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SEC. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned a. I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have carefully read the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents. b. I acknowledge and am aware that there is no assurance as to the future performance of the Company. c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has full power advised me to seek the advice of experts in such areas prior to making this investment. d. I am purchasing the Securities for my own account for investment purposes only and authority not with a view to enter into this Agreementor for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the execution Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and delivery under applicable securities laws of this Agreement has been duly authorizedcertain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me. e. I recognize that the Securities, if applicableas an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and this Agreement constitutes a valid I have adequate means for providing for my current financial needs and legally binding obligation contingencies and have no need for liquidity with respect to my investment in the Company. f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the undersignedCompany for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the Offering and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. (b) The undersigned understands that g. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company is to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks. h. I have relied solely upon my own investigation in deciding to invest in the Company. i. I have received no obligation representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to register the Shares Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to (but not limited to): (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or on the Internet or broadcast over television, radio or the Internet or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the Offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction. k. I have been provided an opportunity to obtain any additional information concerning the Offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. l. I am an “accredited investor” as defined in Section 2(a)(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities. m. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this Offering or made any finding or determination relating to assist the undersigned fairness of an investment in complying with the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws. n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state state, the Securities may not be sold, assigned, pledged or otherwise disposed of the United States unless they are so registered or of any foreign jurisdictionan exemption from such registration is available. (c) The undersigned understands that o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Shares is a speculative investment that involves a high degree Company in view of risk my overall financial needs and with respect to the potential loss legal and tax implications of his entire such investment. (d) The undersigned's overall commitment to investments that are not readily marketable p. If the Investor is not disproportionate to the undersigned's net wortha corporation, company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and an investment in the Shares will not cause such overall commitment qualified to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment an Investor in the Company that and the person signing this Subscription Agreement on behalf of such entity has been requested duly authorized by the undersigned. such entity to do so. q. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933information contained in my Investor Questionnaire, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission well as any information which are available I have furnished to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review with respect to my financial position and business experience, is correct and complete as of the Filed Documents as the undersigned has deemed necessarydate of this Subscription Agreement and, including, but not limited if there should be any material change in such information prior to the section entitled “RISK FACTORS” in Closing of the Offering, I will furnish such revised or corrected information to the Company’s latest S-1/A filed with the SEC. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledges, Each Investor represents and warrants to, and agrees with, in favor of the Company and its affiliates as follows: 5.1.1 Such Investor is a legal entity duly organized, validly existing and, if applicable, in good standing (or the equivalent thereof) under the laws of its jurisdiction of incorporation or organization; 5.1.2 Such Investor has the requisite power and authority (corporate or otherwise) to enter into, execute and deliver this Agreement and each other agreement to which such Investor is a party and to perform its obligations hereunder and thereunder and has taken all necessary action (corporate or otherwise) required for the due authorization, execution, delivery and performance by it of this Agreement and the Transaction; 5.1.3 This Agreement and the Transaction to which such Investor is a party (a) The undersigned has full power been, or prior to its execution and authority delivery will be, duly and validly executed and delivered by such Investor and (b) upon entry of an order from the Bankruptcy Court approving the Transaction and assuming due and valid execution and delivery hereof and thereof by the Company and the other Debtors (as applicable), will constitute valid and legally binding obligations of such Investor, enforceable against such Investor in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws limiting creditors’ rights generally or by equitable principles relating to enter into enforceability; 5.1.4 No consent, approval, authorization, order, registration or qualification of or with any governmental entity having jurisdiction over such Investor or any of its properties is required for the execution and delivery by such Investor of this Agreement and the Transaction, the compliance by such Investor with the provisions hereof and thereof and the consummation of the transactions, except (a) any consent, approval, authorization, order, registration or qualification which, if not made or obtained, would not reasonably be expected, individually or in the aggregate, to prohibit or materially and adversely impact such Investor’s performance of its obligations under this Agreement and the Transaction and (b) filings, notifications, authorizations, approvals, consents, clearances or termination or expiration of all applicable waiting periods under any antitrust laws in connection with the transactions contemplated by this Agreement; 5.1.5 Assuming that the consents referred to in clauses Section 5.1.4 are obtained, the execution and delivery by such Investor of this Agreement has been duly authorizedand the Transaction, if applicable, and this Agreement constitutes a valid and legally binding obligation the compliance by such Investor with all of the undersigned. provisions hereof and thereof and the consummation of the transactions contemplated herein and therein (a) will not conflict with, or result in breach, modification, termination or violation of, any of the terms or provisions of, or constitute a default - 7 - under (with or without notice or lapse of time or both), or result in the acceleration of, or the creation of any lien under, any contract to which such Investor is party or is bound or to which any of the property or assets or such Investor is subject, (b) The undersigned understands that the Company is under no obligation to register the Shares under the Securities Act, or to assist the undersigned will not result in complying with the Securities Act or the securities laws of any state violation of the United States provisions of the certificate of incorporation or bylaws (or comparable constituent documents) of any foreign jurisdiction. such Investor and (c) The undersigned understands that an investment will not result in any material violation of any law or order applicable to such Investor or any of its properties, except in each of the cases described in clauses (a) or (c), for any conflict, breach, modification, termination, violation, default, acceleration or Lien which would not reasonably be expected, individually or in the Shares is aggregate, to prohibit or materially and adversely impact such Investor’s performance of its obligations under this Agreement.; 5.1.6 To the best of its knowledge, there are no actions pending or threatened against it that would reasonably be expected to have a speculative investment that involves a high degree of risk material adverse effect on its ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby; and 5.1.7 Such Investors have sufficient assets and the potential loss financial capacity to perform all of his entire investment. (d) The undersigned's overall commitment to investments that are not readily marketable is not disproportionate to the undersigned's net worth, their obligations under this Agreement and an investment in the Shares will not cause such overall commitment to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents connection with the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SECTransaction. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: a. I am aware that my investment involves a high degree of risk and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of such agreement. b. I acknowledge and am aware that there is no assurance as to the future performance of the Company. c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of the Shares, and the Company has advised me to seek the advice of experts in such areas prior to making this investment. d. I am purchasing the Shares for my own account for investment purposes and not with a view to or for sale in connection with the distribution of the Shares, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Shares have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a legend denoting the restrictions on the Shares that may be issued to me. e. Except as described in my Investor Questionnaire, I am not a member of the Financial Industry Regulatory Authority, Inc. (a) The undersigned has full power “FINRA”); I am not and authority have not, for a period of 12 months prior to enter into the date of this Subscription Agreement, been affiliated or associated with any company, firm, or other entity which is a member of FINRA; and I do not own any stock or other interest in any member of FINRA (other than interests acquired in open market purchases). f. I recognize that the execution Shares, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and delivery the total loss of this Agreement has been duly authorized, if applicablemy investment. I believe that the investment in the Shares is suitable for me based upon my investment objectives and financial needs, and this Agreement constitutes a valid I have adequate means for providing for my current financial needs and legally binding obligation contingencies and have no need for liquidity with respect to my investment in the Company. g. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction, and I have either met with or been given reasonable opportunity to meet with officers of the undersignedCompany for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Shares and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. (b) The undersigned understands that h. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and have obtained, in my judgment, sufficient information from the Company is to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks. i. I have relied solely upon my own investigation in making a decision to invest in the Company. j. I have received no obligation representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to register the Company or its business. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. k. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction. l. I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. m. I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” category. I can bear the entire economic risk of the investment in the Shares for an indefinite period of time and I am knowledgeable about and experienced in investments in the equity securities of early stage publicly traded companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities. n. I understand that (1) the Shares have not been registered under the Securities Act, or the securities laws of certain states in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to assist the undersigned fairness of an investment in complying with the Company and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of the exemptions afforded by the Securities Act and certain state securities laws. o. I understand that (1) since neither the offer nor sale of the Shares has been registered under the Securities Act or the securities laws of any state state, the Shares may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available, and (2) it is not anticipated that there will be any market for the resale of the United States or of any foreign jurisdictionShares. (c) The undersigned understands that p. I have been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Shares is a speculative investment that involves a high degree Company in view of risk my overall financial needs and with respect to the potential loss legal and tax implications of his entire such investment. (d) The undersigned's overall commitment to investments that are not readily marketable q. If the Investor is not disproportionate to the undersigned's net wortha corporation, company, trust, employee benefit plan, individual retirement account, Kxxxx Plan, or other tax-exempt entity, it is authorized and an investment in the Shares will not cause such overall commitment qualified to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment an Investor in the Company that and the person signing this Subscription Agreement on behalf of such entity has been requested duly authorized by the undersigned. such entity to do so. r. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933information contained in my Investor Questionnaire, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission well as any information which are available I have furnished to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review with respect to my financial position and business experience, is correct and complete as of the Filed Documents as the undersigned has deemed necessarydate of this Subscription Agreement and, including, but not limited if there should be any material change in such information prior to the section entitled “RISK FACTORS” in Closing of the offering, I will furnish such revised or corrected information to the Company’s latest S-1/A filed with the SEC. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned has full power and authority to enter into this Agreement, the execution and delivery I am aware that my investment involves a high degree of this Agreement has been duly authorized, if applicablerisk, and this Agreement constitutes a valid I have read and legally binding obligation of fully understand the undersignedDocuments. (b) The undersigned understands I acknowledge and am aware that there is no assurance as to the Company is under no obligation to register future performance of the Company. (c) I am purchasing the Shares for my own account for investment and not with a view to or for sale in connection with the distribution of the Shares, nor with any present intention of selling or otherwise disposing of all or any part of the Shares. I understand that there is not now, and may not ever be, any market for the Shares. I agree that (i) the purchase of the Shares is a long-term investment; and (ii) I may have to bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Securities ActAct and, notwithstanding the registration rights granted herein, the Shares may never by registered and cannot be resold, pledged, assigned, or otherwise disposed of unless they are subsequently registered under said Securities Act and under applicable securities laws of certain states or an exemption from such registration under the Securities Act or any state securities Laws. I hereby authorize the Company to assist place a legend denoting the undersigned restrictions on the Shares. (d) I recognize that the Shares, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment I believe that the investment in complying the Shares is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company. (e) I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information. Furthermore, I have either met with or been given reasonable opportunity to meet with officers concerning of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Shares and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. (f) I have such knowledge and experience in financial and business matters and to be capable of evaluating the merits and risks of an investment in the Shares and have obtained. in my judgment. sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D promulgated by the Commission pursuant to the Securities Act in connection with evaluating such merits and risks. (g) I have relied solely upon my own investigation in making a decision to invest in the Company. (h) I have received no representation or warranty from the Company or any of its respective officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the filings and documents. I am not participating in the offering as a result of or subsequent to: (i) any advertisement. article, notice or other communication published in any newspaper. magazine or similar media or broadcast over television. radio or the Internet; or (ii) any seminar or meeting whose attendees have been invited ‘by any general solicitation or general advertising. (i) I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction. (j) I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. (k) I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder. (l) I understand that (i) the Shares and the underlying securities have not been registered under the Securities Act or the securities laws of certain states in reliance on specific exemptions from registration; (ii) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of the United States or of any foreign jurisdiction. (c) The undersigned understands that an investment in the Shares Company; and (iii) the Company is a speculative relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of the exemptions afforded by the Securities Act and certain state securities laws. (m) I have been urged to seek independent advice from my professional advisors relating to the suitability of an investment that involves a high degree in the Company in view of risk my overall financial needs and with respect to the potential loss legal and tax implications of his entire such investment. (dn) The undersigned's overall commitment If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and qualified to investments that are not readily marketable is not disproportionate to the undersigned's net worth, and become an investment Investor in the Shares will not cause Company and the person signing this Subscription Agreement on behalf of such overall commitment entity has been duly authorized by such entity to become excessivedo so. (eo) The undersigned has received all documentsI hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, recordsI am not entitled to cancel, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933, as amended (the “Exchange Act”)terminate or revoke this subscription, and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has any agreements made such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SECconnection herewith shall survive my death or disability. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: a. I am aware that my investment involves a high degree of risk as disclosed herein and in the other Offering Documents and have carefully read this Agreement and the other Offering Documents, and I understand that by signing this Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents. b. I acknowledge and am aware that there is no assurance as to the future performance of the Company. c. Although the Company has expressed an interest in pursuing the IPO, I acknowledge and am aware that: (ai) The undersigned has full power and authority to enter into this Agreementas market conditions fluctuate, the execution and delivery Company’s plan may change such that the IPO is no longer a business objective of this Agreement has been duly authorizedthe Company; or (ii) the Company may be unable to complete the IPO on acceptable commercial terms, if applicableat all; in either of which cases, the Company would be caused to remain privately held and unable to develop a public market for its shares. d. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this Agreement constitutes investment. e. I am purchasing the Securities for my own account for investment purposes only and not with a valid and legally binding obligation view to or for sale in connection with the distribution of the undersignedSecurities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me. (b) The undersigned understands f. I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company. g. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. h. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks. i. I have relied solely upon my own investigation in deciding to invest in the Company. j. I have received no obligation representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to register the Shares Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. k. I have had full opportunity to ask questions and to receive satisfactory answers concerning the Offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction. l. I have been provided an opportunity to obtain any additional information concerning the Offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. m. I am an “accredited investor” as defined in Section 2(a)(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities. n. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this Offering or made any finding or determination relating to assist the undersigned fairness of an investment in complying with the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws. o. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state state, the Securities may not be sold, assigned, pledged or otherwise disposed of the United States unless they are so registered or of any foreign jurisdictionan exemption from such registration is available. (c) The undersigned understands that p. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Shares is a speculative investment that involves a high degree Company in view of risk my overall financial needs and with respect to the potential loss legal and tax implications of his entire such investment. (d) The undersigned's overall commitment to investments that are not readily marketable q. If the Investor is not disproportionate to the undersigned's net wortha corporation, company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and an investment in the Shares will not cause such overall commitment qualified to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment an Investor in the Company that and the person signing this Agreement on behalf of such entity has been requested duly authorized by the undersigned. such entity to do so. r. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933information contained in my Investor Questionnaire, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission well as any information which are available I have furnished to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review with respect to my financial position and business experience, is correct and complete as of the Filed Documents as the undersigned has deemed necessarydate of this Subscription Agreement and, including, but not limited if there should be any material change in such information prior to the section entitled “RISK FACTORS” in Closing of the Offering, I will furnish such revised or corrected information to the Company’s latest S-1/A filed with the SEC. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned has full power I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and authority 2006 Annual Report. I have read carefully the Offering Documents and 2006 Annual Report and I understand that by signing this Subscription Agreement I am agreeing to enter into this be bound by all of the terms and conditions of the Bridge Note and Security Agreement, which are included in the execution and delivery of this Agreement has been duly authorized, if applicableTerm Sheet, and my signature on this Subscription Agreement constitutes is deemed to be a valid and legally binding obligation of signature on the undersignedTerm Sheet. (b) The undersigned understands I acknowledge and am aware that there is no assurance as to the future performance of the Company. (c) I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Units, and the Company has advised me to seek the advice of experts in such areas prior to making this investment. (d) I am purchasing the Units for my own account for investment purposes and not with a view to or for sale in connection with the distribution of the Units, the Bridge Notes, Bridge Shares, or the shares of common stock issuable upon conversion of the Bridge Notes, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Units have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. Furthermore, I hereby acknowledge and agree that I will not sell, transfer, pledge, encumber, give or otherwise dispose of, either publicly or privately, the Units, the Bridge Notes, Bridge Shares or the shares of common stock issuable upon conversion of the Bridge Notes. I hereby authorize the Company to place a legend denoting the restrictions on the Units that may be issued to me, as well as the Bridge Notes, Bridge Shares, and shares of common stock issuable upon conversion of the Bridge Notes. (e) Except as described in my Investor Questionnaire, I am not a member of the National Association of Securities Dealers, Inc. (“NASD”); I am not and have not, for a period of 12 months prior to the date of this Subscription Agreement, been affiliated or associated with any company, firm, or other entity which is a member of the NASD; and I do not own any stock or other interest in any member of the NASD (other than interests acquired in open market purchases). (f) I recognize that the Units, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Units is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company. (g) I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, 2006 Annual Report and related documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Units and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. (h) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Units and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks. (i) I have relied solely upon my own investigation in making a decision to invest in the Company. (j) I have received no obligation representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to register the Shares Company or its business other than as set forth in the Offering Documents and 2006 Annual Report. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (k) I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction. (l) I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. (m) I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” category. I can bear the entire economic risk of the investment in the Units for an indefinite period of time and I am knowledgeable about and experienced in investments in the equity securities of non-publicly traded companies, including early stage companies. I am acquiring the Units for my own account for investment purposes only and not with a view to the resale or distribution of such securities within the meaning of the Securities Act of 1933, as amended. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities. (n) I understand that (1) the Units and the underlying securities have not been registered under the Securities Act, or the securities laws of certain states in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to assist the undersigned fairness of an investment in complying with the Company and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of the exemptions afforded by the Securities Act and certain state securities laws. (o) I understand that (1) since neither the offer nor sale of the Units has been registered under the Securities Act or the securities laws of any state state, the Units may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available, and (2) it is not anticipated that there will be any market for the resale of the United States or of any foreign jurisdictionUnits. (cp) The undersigned understands that I have been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Shares is a speculative investment that involves a high degree Company in view of risk my overall financial needs and with respect to the potential loss legal and tax implications of his entire such investment. (dq) The undersigned's overall commitment If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and qualified to investments that are not readily marketable is not disproportionate to the undersigned's net worth, and become an investment Investor in the Shares will not cause Company and the person signing this Subscription Agreement on behalf of such overall commitment entity has been duly authorized by such entity to become excessivedo so. (er) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment contained in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933my Investor Questionnaire, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission well as any information which are available I have furnished to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review with respect to my financial position and business experience, is correct and complete as of the Filed Documents as the undersigned has deemed necessarydate of this Subscription Agreement and, including, but not limited if there should be any material change in such information prior to the section entitled “RISK FACTORS” in Closing of the offering, I will furnish such revised or corrected information to the Company’s latest S-1/A filed with the SEC. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned a. I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents. b. I acknowledge and am aware that there is no assurance as to the future performance of the Company. c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has full power advised me to seek the advice of experts in such areas prior to making this investment. d. I am purchasing the Securities for my own account for investment purposes only and authority not with a view to enter into this Agreementor for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the execution Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and delivery under applicable securities laws of this Agreement has been duly authorizedcertain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me. e. I recognize that the Securities, if applicableas an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and this Agreement constitutes a valid I have adequate means for providing for my current financial needs and legally binding obligation contingencies and have no need for liquidity with respect to my investment in the Company. f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the undersignedCompany for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. (b) The undersigned understands that g. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company is to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks. h. I have relied solely upon my own investigation in making a decision to invest in the Company. i. I have received no obligation representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to register the Shares Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction. k. I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. l. I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early-stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities. m. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to assist the undersigned fairness of an investment in complying with the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws. n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state state, the Securities may not be sold, assigned, pledged or otherwise disposed of the United States unless they are so registered or of any foreign jurisdictionan exemption from such registration is available. (c) The undersigned understands that o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Shares is a speculative investment that involves a high degree Company in view of risk my overall financial needs and with respect to the potential loss legal and tax implications of his entire such investment. (d) The undersigned's overall commitment to investments that are not readily marketable p. If the Investor is not disproportionate to the undersigned's net wortha corporation, company, trust, employee benefit plan, individual retirement account, Kxxxx Plan, or other tax-exempt entity, it is authorized and an investment in the Shares will not cause such overall commitment qualified to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment an Investor in the Company that and the person signing this Subscription Agreement on behalf of such entity has been requested duly authorized by the undersigned. such entity to do so. q. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933information contained in my Investor Questionnaire, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission well as any information which are available I have furnished to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review with respect to my financial position and business experience, is correct and complete as of the Filed Documents as the undersigned has deemed necessarydate of this Subscription Agreement and, including, but not limited if there should be any material change in such information prior to the section entitled “RISK FACTORS” in Closing of the offering, I will furnish such revised or corrected information to the Company’s latest S-1/A filed with the SEC. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledges, represents and warrants to, and agrees with, the Company and its affiliates Ckrush as follows: (a) The undersigned has full power acknowledges and authority is aware that there is no assurance as to enter into the future performance of Ckrush or the Production Entities. The undersigned further acknowledges that neither Ckrush, the Production Entities nor any of their related parties have made any express or implied representation, warranty, guarantee or agreement, written or oral, to the undersigned: (i) as to the amount of "Gross Revenues" or the amount of "Adjusted Gross Proceeds" (as such terms are defined herein) which will be or may be derived from or collected in connection with the distribution and exploitation of the Pictures, (ii) that there will be any sums payable to the undersigned under this Agreement, the execution and delivery of this Agreement has been duly authorized, if applicableor that either Picture, and this Agreement constitutes a valid any investment in the Participation Right, is likely to be profitable, (iii) that the Pictures will perform in any particular manner, will achieve any level of return or amount of revenue or license fees or will be favorably received by exhibitors or by the public, or will be distributed in any particular manner or that any such distribution will be continuous, or (iv) that Ckrush, the Production Entities and legally binding obligation any of their affiliates will expend any minimum amount or be limited in spending any amount in the marketing, publicizing, promotion, distribution and exploitation of the undersignedPictures individually or collectively. (b) The undersigned understands that the Company is under no obligation to register the Shares Participation Right being acquired has not been registered under the Securities Act, or to assist the undersigned in complying with the Securities Act or the applicable securities laws of any state of states or other jurisdictions, and the United States Participation Right cannot be resold or transferred unless it is subsequently registered under the Securities Act and the applicable laws of any foreign jurisdiction. (c) states or other jurisdictions, or unless an exemption from such registration is available. The undersigned understands that neither Ckrush nor the Production Entities have registered and do not intend to register as an investment company under the Investment Company Act of 1940 (the "1940 Act"), in reliance on the Shares is a speculative investment that involves a high degree of risk and the potential loss of his entire investment. (d) The undersigned's overall commitment to investments that are not readily marketable is not disproportionate exclusion to the undersigned's net worth, and an definition of investment in the Shares will not cause such overall commitment to become excessive. (ecompany provided by Section 3(c)(1) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933, as amended (the “Exchange Act”or 3(c), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SEC. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned has full power and authority to enter into this Agreement, the execution and delivery I am aware that my investment involves a high degree of this Agreement has been duly authorized, if applicablerisk, and I have read and fully understand this Agreement constitutes a valid and legally binding obligation of the undersigneddocument. (b) The undersigned understands I acknowledge and am aware that there is no assurance as to the Company is under no obligation to register future performance of the Company. (c) I am purchasing the Shares for investment and not with a view to or for sale in connection with the distribution of the Shares, nor with any present intention of selling or otherwise disposing of all or any part of the Shares. I understand that there is not now, and may not ever be, any market for the Shares. I agree that (i) the purchase of the Shares is a long-term investment; and (ii) I may have to bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Securities ActAct and that the Shares may never by registered and cannot be resold, pledged, assigned, or otherwise disposed of unless they are subsequently registered under said Securities Act and under applicable securities laws of certain states or pursuant to assist an exemption from such registration under the undersigned Securities Act or any state securities laws. I hereby authorize the Company to place a legend as follows on the Shares. “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARE HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF THE COMPANY’S COUNSEL THAT REGISTRATION IS NOT REQUIRED.” (d) I recognize that the Shares, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of the Investor’s investment. I believe that the investment in complying the Shares is suitable for me based upon my investment objectives and financial needs, and the Investor has adequate means for providing for its current financial needs and contingencies and has no need for liquidity with respect to its investment in the Company. (e) I have been given access to information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information. Furthermore, I have either met with or been given reasonable opportunity to meet with officers concerning of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Shares and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. (f) Investor has such knowledge and experience in financial and business matters and to be capable of evaluating the merits and risks of an investment in the Shares and have obtained in its judgment sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D promulgated by the Commission pursuant to the Securities Act in connection with evaluating such merits and risks. (g) I have relied solely upon my own investigation, and the warranties and representations of the Company made herein and in the Related Agreements in making a decision to invest in the Company. (h) I have received no representation or warranty from the Company or any of its respective officers, directors, employees or agents in respect of the investment in the Company except as expressly set forth herein. I am not purchasing the Shares as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or the Internet; or (ii) any seminar or meeting whose attendees have been invited ‘by any general solicitation or general advertising. (i) I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to the investment and all such questions have been answered to my full satisfaction. (j) I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. (k) I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder. (l) I understand that (i) the Shares have not been registered under the Securities Act or the securities laws of certain states in reliance on specific exemptions from registration; (ii) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of the United States or of any foreign jurisdiction. (c) The undersigned understands that an investment in the Shares Company; and (iii) the Company is a speculative relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of the exemptions afforded by the Securities Act and certain state securities laws. (m) I have been urged to seek independent advice from my professional advisors relating to the suitability of an investment that involves a high degree in the Company in view of risk my overall financial needs and with respect to the potential loss legal and tax implications of his entire such investment. (dn) The undersigned's overall commitment Investor is authorized to investments that are not readily marketable is not disproportionate to the undersigned's net worth, and become an investment investor in the Shares will not cause Company and the person signing this Agreement on behalf of Investor has been duly authorized by such overall commitment entity to become excessivedo so. (eo) The undersigned has received all documentsI hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, recordsI am not entitled to cancel, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SECterminate or revoke this subscription. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledgesOn the date the Investor sends notice of exercise of its NTN Optional Exchange, represents an authorized officer of the Investor shall sign a certificate in which the Investor represents, warrants and warrants to, covenants that at the time of the NTN Optional Exchange the following is true and agrees with, the Company and its affiliates as followscorrect: (a) The undersigned has full power and authority NTN Exchange Shares to enter into this Agreementbe received by the Investor will be acquired for investment for the Investor's own account, the execution and delivery of this Agreement has been duly authorized, if applicablenot as a nominee or agent, and this Agreement constitutes not with a valid view to the resale or distribution of any part thereof, and legally binding obligation that the Investor has no present intention of selling, granting any participation in or otherwise distributing the undersignedsame in violation of any applicable federal or any applicable state securities laws. The Investor does not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such party or to any third party with respect to the NTN Exchange Shares except for the Investor's registration rights with respect thereto. The Investor has not seen or received any advertisement or general solicitation with respect to the NTN Exchange Shares. (b) The undersigned understands Investor believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the NTN Exchange Shares. The Investor further represents that it has had an opportunity to ask questions and receive answers from NTN regarding the Company is under no obligation to register the Shares under the Securities Act, or to assist the undersigned in complying with the Securities Act or the securities laws of any state terms and conditions of the United States or offering of any foreign jurisdictionthe NTN Exchange Shares and the business, properties, prospects and financial condition of NTN. (c) The undersigned understands Investor acknowledges that an it is able to fend for itself, can bear the economic risk of its investment and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the NTN Exchange Shares. The Investor also represents it has not been organized for the purpose of acquiring the NTN Exchange Shares. The Investor acknowledges that it must bear the economic risk of this investment indefinitely unless the NTN Exchange Shares are registered pursuant to the Securities Act or an exemption from registration is a speculative investment available. The Investor also understands that involves a high degree there is no assurance that any exemption from registration under the Securities Act will ever be available and that, even if available, such exemption may not allow Investor to transfer all or any portion of risk and the potential loss of his entire investmentNTN Exchange Shares under the circumstances, in the amounts or at the times the Investor might propose. (d) The undersigned's overall commitment to investments that are not readily marketable Investor is not disproportionate to an "accredited investor" within the undersigned's net worthmeaning of Securities and Exchange Commission (the "SEC") Rule 501 of Regulation D, and an investment as then in the Shares will not cause such overall commitment to become excessiveeffect. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SEC. (f) The undersigned Investor understands that the price of NTN Exchange Shares are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from NTN in a transaction not involving a public offering and that under such laws and applicable regulations such NTN Exchange Shares has been determined arbitrarily may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, the Investor represents that it is familiar with Rule 144 under the Securities Act, as then in effect, understands the resale limitations imposed thereby and by the Company Securities Act, and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment the NTN Exchange Shares may not currently be resold in the Companyreliance upon Rule 144. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned a. I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have carefully read the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents. b. I acknowledge and am aware that there is no assurance as to the future performance of the Company. c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has full power advised me to seek the advice of experts in such areas prior to making this investment. d. I am purchasing the Securities for my own account for investment purposes only and authority not with a view to enter into this Agreementor for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing Securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the execution Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and delivery under applicable securities laws of this Agreement has been duly authorizedcertain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me. e. I recognize that the Securities, if applicableas an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and this Agreement constitutes a valid I have adequate means for providing for my current financial needs and legally binding obligation contingencies and have no need for liquidity with respect to my investment in the Company. f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the undersignedCompany for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. (b) The undersigned understands that g. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company is to evaluate the merits and risks of an investment in the Company and the Securities. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks. h. I have relied solely upon my own investigation in making a decision to invest in the Company. i. I have received no obligation representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to register the Shares Company or its business other than as set forth in the Offering Documents. I am not participating in the Offering as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the Offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction. k. I have been provided an opportunity to obtain any additional information concerning the Offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. l. I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities. m. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this Offering or made any finding or determination relating to assist the undersigned fairness of an investment in complying with the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws. n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state state, the Securities may not be sold, assigned, pledged or otherwise disposed of the United States unless they are so registered or of any foreign jurisdictionan exemption from such registration is available. (c) The undersigned understands that o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Shares is a speculative investment that involves a high degree Company in view of risk my overall financial needs and with respect to the potential loss legal and tax implications of his entire such investment. (d) The undersigned's overall commitment to investments that are not readily marketable p. If the Investor is not disproportionate to the undersigned's net wortha corporation, company, trust, employee benefit plan, individual retirement account, Kxxxx Plan, or other tax-exempt entity, it is authorized and an investment in the Shares will not cause such overall commitment qualified to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment an Investor in the Company that and the person signing this Subscription Agreement on behalf of such entity has been requested duly authorized by the undersigned. such entity to do so. q. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933information contained in my Investor Questionnaire, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission well as any information which are available I have furnished to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review with respect to my financial position and business experience, is correct and complete as of the Filed Documents as the undersigned has deemed necessarydate of this Subscription Agreement and, including, but not limited if there should be any material change in such information prior to the section entitled “RISK FACTORS” in Closing of the Offering, I will furnish such revised or corrected information to the Company’s latest S-1/A filed with the SEC. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned has full power and authority to enter into this Agreement, the execution and delivery I am aware that my investment involves a high degree of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersigned.risk; (b) The undersigned understands I acknowledge and am aware that there is no assurance as to the Company is under no obligation future performance of the Company; (c) I am purchasing the Units for my own account for investment and not with a view to register or for sale in connection with the Shares distribution of the Units nor with any present intention of selling or otherwise disposing of all or any part of the Units. I agree that I must bear the economic risk of my investment for an indefinite period of time because, among other reasons, the shares have not been registered under the Securities Act of 1933 (the “Securities Act, ”) or to assist the undersigned in complying with the Securities Act or under the securities laws of any state states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the United States Securities Act and under applicable securities laws of such states or of any foreign jurisdiction. (c) The undersigned understands an exemption from such registration is available. I hereby authorize the Company to place a legend denoting the restriction on the certificates to be issued. I acknowledge that an investment in no public market may develop for the Shares is a speculative investment that involves a high degree of risk and the potential loss of his entire investmentWarrants. (d) The undersigned's overall commitment I further acknowledge my understanding that the Company’s reliance on such exemptions referred to investments that are not readily marketable is not disproportionate to in subsection (c) above are, in part, based upon the undersigned's net worthforegoing representations, warranties, and agreements by me and that the statutory basis for such exemptions would not be present, if, notwithstanding such representations, warranties and agreements, I were acquiring the Units for resale on the occurrence or non-occurrence of some pre-determined event. In order to induce the Company to issue and sell the Units subscribed for hereby to me, it is agreed that the Company will have no obligation to recognize the ownership, beneficial or otherwise, of such Units or any part thereof by anyone, except as set forth herein; (e) I have the financial ability to bear the economic risk of my investment in the Company (including its possible total loss), have adequate means for providing for my current needs and personal contingencies and have no need for liquidity with respect to my investment in the Company; (f) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares will not cause such overall commitment Units and have obtained, in my judgment, sufficient information from the Company to become excessive. (e) The undersigned has received all documents, records, books evaluate the merits and other information pertaining to the undersigned’s risks of an investment in the Company that has been requested by Company; (g) I: _________________ (1) Have carefully read this Subscription Agreement and the undersigned. The undersigned has been advised that Company’s Form 10-K for the Company is subject to the reporting requirements of the Securities Exchange Act of 1933Company’s fiscal year ended June 30, as amended (the “Exchange Act”)2009, and pursuant thereto has all subsequent filings filed reports and other documents with the Securities and Exchange Commission and press releases contained on the Company’s website and understand and have evaluated the risks of a purchase of the Units and have relied solely (except as indicated in subsection (2) and (3)) on the information contained in this Subscription Agreement; (2) Have been provided an opportunity to obtain any additional information concerning the Offering, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; and (3) Have been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Offering and other matters pertaining to this investment. In addition, as required by Section 517.061(11)(a)(3), Florida Statutes and by Rule 3E-500.05(a) thereunder, I may have, at the offices of the Company, at any reasonable hour, after reasonable prior notice, access to the materials set forth in the Rule which are available the Company can obtain without unreasonable effort or expense. (h) If the undersigned is a corporation, trust, partnership, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and qualified to become an investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so; (i) No representations or warranties have been made to the undersigned by the Company, or any of their respective officers, employees, agents, affiliates or attorneys; (j) The information contained in Section 2.2 of this Subscription Agreement is true and correct including any information which I have furnished and furnish to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review with respect to my financial position and business experience, is correct and complete as of the Filed Documents as the undersigned has deemed necessarydate of this Subscription Agreement and if there should be any material change in such information prior to acceptance of my subscription, including, but not limited I will furnish such revised or corrected information to the section Company; (k) I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable state laws including the three day rights under Florida law, I am not entitled “RISK FACTORS” to cancel, terminate or revoke this subscription, and any agreements made in connection herewith shall survive my death or disability; (l) I have not received any general solicitation or advertising regarding the purchase of the Units and became aware of this investment through a substantive, pre-existing relationship with the Company’s latest S-1/A filed with the SEC.; and (fm) The undersigned understands that the price Where applicable, I agree to be bound by any restrictions on resale of the Shares has been determined arbitrarily Units required by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Companyapplicable state laws. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledges, Investor represents and warrants to SPAC that: a. The Investor (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an “accredited investor” (within the meaning of Rule 501(a) of Regulation D under the Securities Act), in each case, satisfying the applicable requirements set forth on Schedule A hereto, (ii) is acquiring the Shares only for its own account and not for the account of others and (iii) is not acquiring the Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or any securities laws of the United States or any other jurisdiction. The Investor has completed Schedule A following the signature page hereto and the information contained therein is accurate and complete. The Investor is not an entity formed for the specific purpose of acquiring the Shares, unless such newly formed entity is an entity in which all of the investors are institutional accredited investors. The Investor further acknowledges that it is aware that the sale to it is being made in reliance on a private placement exempt from registration under the Securities Act and is acquiring the Shares for its, his or her own account. b. The Investor acknowledges and agrees withthat the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the offer and sale of the Shares have not been registered under the Securities Act or any other applicable securities laws. The Investor acknowledges and agrees that the Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except in compliance with any exemption therefrom and that any book entries representing the Shares shall contain a restrictive legend to such effect, which legend shall be subject to removal as set forth herein, subject to applicable law. The Investor acknowledges and agrees that the Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, the Company Investor may not be able to readily offer, resell, transfer, pledge or otherwise dispose of the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The Investor acknowledges and agrees that the Shares will not be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year from the date that PubCo files a Form 20-F following the Closing that includes the “Form 10” information required under applicable SEC rules and regulations. The Investor acknowledges and agrees that it has been advised to consult legal counsel and tax and accounting advisors prior to making any offer, resale, transfer, pledge or disposition of any of the Shares. c. The Investor’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law. d. The Investor acknowledges and agrees that the Investor has received such information as the Investor deems necessary in order to make an investment decision with respect to the Shares, including, with respect to SPAC, the Transactions and the business of PubCo and its affiliates direct and indirect subsidiaries. Without limiting the generality of the foregoing, the Investor acknowledges that it has reviewed the SEC Reports and other information as follows: (a) the Investor has deemed necessary to make an investment decision with respect to the Shares. The undersigned Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s), if any, have had the full opportunity to ask such questions, including from PubCo directly, receive such answers and obtain such information as the Investor and its professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares, including but not limited to access to marketing materials and a virtual data room containing information about PubCo and its financial condition, results of operations, business, properties, management and prospects sufficient, in the Investor’s judgment, to enable the Investor to evaluate its investment. The Investor acknowledges that certain information provided by PubCo was based on projections, and such projections were prepared based on assumptions and estimates that are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections. The Investor further acknowledges that it has reviewed or had the full power opportunity to review all disclosure documents provided to such Investor in the offering of the Shares and authority no statement or printed material which is contrary to enter into such disclosure documents has been made or given to the Investor by or on behalf of the SPAC or PubCo. Except for the representations, warranties and agreements of SPAC expressly set forth in this Subscription Agreement, the execution Investor is relying exclusively on its, his or her own sources of information, investment analysis and delivery due diligence (including professional advice it deemed appropriate) with respect to the Transactions, the transactions contemplated hereby, the Shares and the business, condition (financial and otherwise), management, operations, properties and prospects of SPAC and PubCo, including but not limited to all business, legal, regulatory, accounting, credit and tax matters. e. The Investor became aware of this Agreement has been duly authorizedoffering of the Shares solely by means of direct contact between the Investor and SPAC, if applicablePubCo or a representative of SPAC or PubCo, and the Shares were offered to the Investor solely by direct contact between the Investor and SPAC, PubCo or a representative of SPAC or PubCo. The Investor did not become aware of this Agreement constitutes a valid and legally binding obligation offering of the undersigned. (b) Shares, nor were the Shares offered to the Investor, by any other means and none of the SPAC, PubCo, their respective representatives or any person acting on behalf of any of them acted as investment advisor, broker or dealer to the Investor. The undersigned understands Investor acknowledges that the Company is under no obligation to register the Shares under (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or to assist the undersigned in complying with the Securities Act any state securities laws. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or the securities laws warranty made by any person, firm or corporation (including, without limitation, SPAC, PubCo, any of their respective affiliates or any control persons, direct or indirect equity holders, officers, managers, directors, employees, consultants, partners, agents or representatives of any state of the United States foregoing), other than the representations and warranties of SPAC contained in Section 5 of this Subscription Agreement, in making its investment or of any foreign jurisdictiondecision to invest in SPAC. (c) f. The undersigned understands Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including but not limited to those set forth in the SEC Reports. The Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares is a speculative investment that involves a high degree of risk Shares, and the potential Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision and the Investor has made its own assessment and has satisfied itself concerning relevant tax and other economic considerations relative to its purchase of the Shares. The Investor is able to sustain a complete loss of his entire investment. (d) The undersigned's overall commitment on its investment in the Shares, has no need for liquidity with respect to investments that are not readily marketable is not disproportionate to the undersigned's net worth, and an its investment in the Shares will not and has no reason to anticipate any change in circumstances, financial or otherwise, which may cause such overall commitment to become excessiveor require any sale or distribution of all or any part of the Shares. (e) The undersigned has received all documentsg. Alone, records, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933, as amended (the “Exchange Act”or together with any professional advisor(s), the Investor has adequately analyzed and pursuant thereto has filed reports and other documents with fully considered the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review risks of the Filed Documents as the undersigned has deemed necessary, including, but not limited to the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SEC. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and determined that the Shares are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in SPAC. The Investor has determined based on that basis believes that its, his or its investment her own independent review and such professional advice as the Investor deemed appropriate that its, his or her purchase of the Shares and participation in the Shares Transactions are fully consistent with its, his or her financial needs, objectives and condition and is a suitable and appropriate investment for the undersignedInvestor, notwithstanding the risks inherent in investing in or holding the subscribed Shares. The Investor acknowledges specifically that a possibility of total loss exists. h. In making its decision to purchase the Shares, the Investor has relied solely upon independent investigation made by the Investor. i. The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment. j. The Investor has been duly formed or incorporated, is validly existing and is in good standing under the laws of its jurisdiction of formation or incorporation, and has full power, right and legal capacity to execute and deliver this Subscription Agreement and to perform its obligations hereunder. k. The execution, delivery and performance by the Investor of this Subscription Agreement and the transactions contemplated herein are within the powers of the Investor, have been duly authorized and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is bound, and, if the Investor is not an individual, will not violate any provisions of the Investor’s organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the Investor is an individual, has legal competence and capacity to execute the same or, if the Investor is not an individual, the signatory has been duly authorized to execute the same, and, assuming that this Subscription Agreement constitutes the valid and binding obligation of SPAC, this Subscription Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. l. The Investor is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons, the Executive Order 13599 List, the Foreign Sanctions Evaders List, or the Sectoral Sanctions Identification List, each of which is administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) (collectively, “OFAC Lists”), (ii) owned, directly or indirectly, or controlled by, or acting on behalf of, one or more persons that are named on the OFAC Lists; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national or the government, including any political subdivision, agency or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and any other Covered Region of Ukraine identified pursuant to Executive Order 14065, and non-government controlled areas of the Kherson and Zaporizhzhia region of Ukraine or any other country or territory embargoed or subject to substantial trade restrictions by the United States, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (each, a “Prohibited Investor”). The Investor agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Investor is permitted to do so under applicable law. Investor represents that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. The Investor also represents that, to the extent required, it maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC sanctions programs, including the OFAC Lists. The Investor further represents and warrants that, to the extent required by applicable law, the Investor maintains policies and procedures reasonably designed to ensure that the funds held by the Investor and used to purchase the Shares were legally derived and were not obtained, directly or indirectly, from a Prohibited Investor. m. The Investor has or has commitments to have and, when required to deliver payment to SPAC pursuant to Section 2 above, will have, sufficient funds to pay the Subscription Amount and consummate the purchase and sale of the Shares pursuant to this Subscription Agreement. n. As of the date hereof, the Investor does not have, and during the thirty (30) day period immediately prior to the date hereof the Investor has not entered into, and the Investor will not enter into at any point prior to the earlier to occur of the Closing and the termination of this Subscription Agreement according to its terms, any “put equivalent position” as such term is defined in Rule 16a-1 under the Exchange Act or short sale positions with respect to the securities of the SPAC. o. As of the date hereof, the Investor is the beneficial owner of the Retained Shares, and owns the Retained Shares free from any lien or encumbrance. p. To the knowledge of the Investor, no prior approval is required to be procured from the relevant government authority pursuant to Press Note 3 of 2020 dated 17 April 2020 issued by the Department for Promotion of Industry and Internal Trade read with Rule 6(a) of the Foreign Exchange Management (Non-debt Instruments) Rules 2019 issued by the Government of India in order for the Investor to consummate the Transactions.

Investor Representations and Warranties. The undersigned Investor hereby acknowledges, represents and warrants to, and agrees with, to the Company and its affiliates agrees as follows: (a) Investor represents and warrants to the Company that Investor is an "accredited investor", within the meaning of Securities and Exchange Commission Rule 501 of Regulation D, as presently in effect or is an Officer or Director of the Company. (b) The undersigned execution, delivery, and performance by the Investor under this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of law, statute, rule or regulation, or any ruling, writ, injunction, order, judgement or decree of any court, administrative agency or other governmental body applicable to Investor, or (ii) result in any violation or conflict with or constitute a default under any instrument, judgement, order, writ, decree or contract applicable to Investor. (c) This Agreement is made in reliance upon Investor's representation to the Company, which by execution of this Agreement Investor hereby confirms, that the Shares, the Warrants, and the Warrant Shares to be received by Investor will be acquired for investment for Investor's account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and that Investor has no present intention of selling, granting participation in, or otherwise distributing any of the Shares, the Warrants, or the Warrant Shares. (d) Investor understands that the Shares, the Warrants, and the Warrant Shares are not registered under the Securities Act of 1933, as amended (the "1933 Act"), on the basis that the sale provided for in this Agreement and the issuance of Shares and Warrants hereunder and the issuance of Warrant Shares pursuant to the proper exercise of the Warrants are exempt from registration under the 1933 Act pursuant to Section 4(2) thereof, and that the Company's reliance on such exemption is predicated on Investor's representations set forth herein. Investor realizes that the basis for the exemption may not be present if, notwithstanding such representations, Investor has in mind merely acquiring the Shares, the Warrants, or the Warrant Shares for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. Investor does not have any such intention. (e) Investor understands that the Shares, the Warrants, and the Warrant Shares may not be sold, transferred, or otherwise disposed of without registration under the 1933 Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Shares, the Warrants, and the Warrant Shares or an available exemption from registration under the 1933 Act, the Shares, the Warrants, and the Warrant Shares must be held indefinitely. In particular, Investor is aware that the Shares and the Warrant Shares may not be sold pursuant to Rule 144 promulgated under the 1933 Act unless all of the conditions of the applicable Rules are met. Among the conditions for use of Rule 144 is the availability of current information to the public about the Company. Investor represents that, in the absence of an effective registration statement covering the Shares, the Warrants, and the Warrant Shares, it will sell, transfer, or otherwise dispose of the Shares, the Warrants, and the Warrant Shares only in a manner consistent with its representations set forth herein and then only in accordance with the 1933 Act. (f) Investor has adequate means of providing for its current needs and personal contingencies and has no need for liquidity in its investment in the Shares, the Warrants, and the Warrant Shares. (g) Investor has full power and authority to enter into this Agreement, the execution and delivery of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersignedInvestor. (bh) The undersigned understands Investor has had the opportunity of asking such question(s) to the Company that the Company Investor believes is under no obligation to register required for purchasing the Shares, the Warrants, and the Warrant Shares under and has received such answers as the Securities Act, or to assist the undersigned in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdictionInvestor has deemed satisfactory. (ci) The undersigned understands that an investment in the Shares is a speculative investment that involves a high degree of risk and the potential loss of his entire investment. (d) The undersigned's overall commitment Investor agrees to investments that are not readily marketable is not disproportionate be bound to the undersigned's net worth, attached Confidentiality Agreement between the Investor and an investment in the Shares will not cause such overall commitment to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SEC. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The Recognizing that the Company will be relying on the information and on the representations and warranties set forth herein, the undersigned Investor hereby acknowledges, represents and warrants to, and agrees covenants with, the Company and its affiliates as follows: 1. Investor is purchasing the Shares in his own name and for his own account for investment and not with an intent to sell, or for sale in connection with any distribution of such Shares. 2. Investor hereby represents that no other person or entity has any legal or beneficial interest in or right with respect to the Shares 4. Investor has been provided with a copy of the Company’s Prospectus dated September 1, 2011 included in the Company’s Registration Statement on Form S-3 (aSEC File No. 333-176622)(the “Base Prospectus”) The undersigned has full power and authority the Company’s Supplement of even date herewith to enter into this Agreementthe Base Prospectus (the “Prospectus Supplement” and together with the Base Prospectus, the execution and delivery of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation “Prospectus”). 5. Investor understands that for so long as he is an “affiliate” of the undersigned. Company (b) The undersigned understands that the Company is under no obligation to register the Shares as defined in Rule 144 under the Securities Act, or to assist the undersigned in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction. (c) The undersigned understands that an investment in the Shares is a speculative investment that involves a high degree of risk and the potential loss of his entire investment. (d) The undersigned's overall commitment to investments that are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Shares will not cause such overall commitment to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933, as amended (the “Exchange Securities Act”)) and for a period of 90 days thereafter, he cannot dispose of any or all of the Shares absent registration and qualification, or an available exemption from registration and qualification, that the instrument or certificate, if any, evidencing the Shares will bear a legend reflecting these restrictions on transfer, and pursuant thereto has filed reports and other documents with that the Securities and Exchange Commission which are available Company need not recognize or register any transfer unless it provides evidence satisfactory to the Company for review (which may, at xxx.xxx.xxx (the “Filed Documents”)Company’s discretion, require an opinion of counsel satisfactory in form and substance to the Company) that all restrictions on and conditions to transfer are satisfied. The undersigned has made such review of the Filed Documents as the undersigned has deemed necessaryInvestor further acknowledges, that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale and the holding period for the Shares, and on requirements relating to the section entitled “RISK FACTORS” in Company which are outside of its control, and which the Company’s latest S-1/A filed with the SECCompany is under no obligation and may not be able to satisfy. (f) The undersigned 6. Investor understands that no government official or agency has made any finding or determination relating to the price fairness of the sale of the Shares has been determined arbitrarily offered by the Company and may exceed that neither the market price U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of Shares or determined if the Prospectus is truthful or complete. 7. Investor understands that the Company has no obligation to it to register any or all of the Shares to be quoted on the over the counter bulletin boardunder federal or state law for resale or distribution. 8. The undersigned further It understands that there the Shares and any securities issued in respect of or exchange for the Shares, may bear the following legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.” 9. It represents to the Company that (a) the information contained herein is a substantial risk complete and accurate and may be relied upon by it and (b) it will notify the Company it immediately of further dilution on his investment any material adverse change in the Companyany of such information. (g) Other than as set forth herein, 17. In reaching the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining decision to invest in the Shares, the Investor has carefully evaluated his financial resources and investment position and the risks associated with this investment, and he acknowledges that he is able to bear the economic risks of this investment, including the entire loss of its entire investment. The undersigned has consultedInvestor understands that nothing in this Agreement, the Registration Statement, the Prospectus or any other materials presented to the extent deemed appropriate by the undersigned, Investor in connection with the undersigned’s own advisers purchase and sale of the Securities constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors and made such investigation as to the financialit, taxin its sole discretion, legal has deemed necessary or appropriate in connection with its purchase of Securities. The Investor assumes full responsibility for all such consequences and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersignedpreparation and filing of all tax returns and elections which may or must be filed in connection with the Securities.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent, and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned a. I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents and the Company’s SEC filings, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents. b. I acknowledge and am aware that there is no assurance as to the future performance of the Company. c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has full power advised me to seek the advice of experts in such areas prior to making this investment. d. I am purchasing the Securities for my own account for investment purposes and authority not with a view to enter into this Agreementor for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the execution Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and delivery under applicable securities laws of this Agreement has been duly authorizedcertain states or an exemption from such registration is available. I hereby authorize the Company to place a legend denoting the restrictions on the Securities that are issued to me. e. I recognize that the Securities, if applicableas an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and this Agreement constitutes a valid I have adequate means for providing for my current financial needs and legally binding obligation contingencies and have no need for liquidity with respect to my investment in the Company. f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the undersignedCompany for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. (b) The undersigned understands that g. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company is to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks. h. I have relied solely upon my own investigation in making a decision to invest in the Company. i. I have received no obligation representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to register the Shares Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction. k. I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. l. I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” category. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities. m. I understand that (1) the Securities and the underlying securities have not been registered under the Securities Act, or the securities laws of certain states in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to assist the undersigned fairness of an investment in complying with the Company and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of the exemptions afforded by the Securities Act and certain state securities laws. n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state state, the Securities may not be sold, assigned, pledged or otherwise disposed of the United States unless they are so registered or of any foreign jurisdictionan exemption from such registration is available. (c) The undersigned understands that o. I have been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Shares is a speculative investment that involves a high degree Company in view of risk my overall financial needs and with respect to the potential loss legal and tax implications of his entire such investment. (d) The undersigned's overall commitment to investments that are not readily marketable p. If the Investor is not disproportionate to the undersigned's net wortha corporation, company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and an investment in the Shares will not cause such overall commitment qualified to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment an Investor in the Company that and the person signing this Subscription Agreement on behalf of such entity has been requested duly authorized by the undersigned. such entity to do so. q. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933information contained in my Investor Questionnaire, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission well as any information which are available I have furnished to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review with respect to my financial position and business experience, is correct and complete as of the Filed Documents as the undersigned has deemed necessarydate of this Subscription Agreement and, including, but not limited if there should be any material change in such information prior to the section Closing of the offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled “RISK FACTORS” to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability. r. The Investor acknowledges that (i) the Offering Documents contains material, nonpublic information concerning the Company within the meaning of Regulation FD promulgated by the SEC, and (ii) the Investor is obtaining such material, nonpublic information solely for the purpose of considering whether to purchase the Securities pursuant to a private placement that is exempt from registration under the Securities Act. In accordance with Regulation FD and other applicable provisions of the federal securities laws, the Investor agrees to keep such information confidential and not to disclose it to any other person or entity except the Investor’s legal counsel, other advisors and other representatives who have agreed (i) to keep such information confidential, (ii) to use such information only for the purpose set forth above, and (iii) to comply with applicable securities laws with respect to such information. In addition, the Investor further acknowledges that the Investor and such legal counsel, other advisors and other representatives are prohibited from trading in the Company’s latest S-1/A filed with the SEC. (f) The undersigned understands that the price 's securities while in possession of material, non-public information and agrees to refrain from purchasing or selling securities of the Shares Company until such material, non-public information has been determined arbitrarily publicly disseminated by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned I am aware that my investment involves a high degree of risk, certain of which risks are disclosed in the Risk Factors attached hereto as Annex B. I am aware that the Company commenced its present business in October 2002, has full power incurred significant losses during each fiscal year thereafter and authority to enter into this Agreement, the execution and delivery of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersignedneeds additional financing. (b) The undersigned understands I acknowledge and am aware that there is no assurance as to the future performance of the Company. (c) I acknowledge that there may be certain adverse tax consequences to me in connection with my making the loan to the Company and my receipt of the Warrants, and the Company has advised me to seek the advice of experts in such areas prior to making this investment. (d) I am making the loan for my own account for investment and not with a view to or in connection with the distribution of the Note, the Warrants, or the shares of the Company’s Common Stock, $.01 par value per share issuable upon conversion of the Note or the exercise of the Warrants (collectively, the “Securities”), nor with any present intention of selling or otherwise disposing of all or any part of the Securities. I agree that I must bear the economic risk of my investment for an indefinite period of time because, among other reasons, none of the Securities have been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I understand that the Company is under no obligation to register any of the Shares Securities on my behalf or to assist me in complying with any exemption from such registration under the Securities Act or any state securities laws. I hereby authorize the Company to place a legend denoting the foregoing restrictions on any of the Securities. (e) I am not a member of the National Association of Securities Dealers, Inc. (“NASD”); I am not and have not, for a period of 12 months prior to the date of this Subscription Agreement, been affiliated or associated with any company, firm, or other entity which is a member of the NASD; and I do not own any stock or other interest in any member of the NASD (other than interests acquired in open market purchases). (f) I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I further understand that none of the Company’s assets have been pledged as security for the Note. I believe that an investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Securities. (g) I have been given access to full and complete information regarding the Company and the Securities and have utilized such access to my satisfaction for the purpose of obtaining information, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions and receiving answers from, such officers concerning the terms and conditions of the issuance of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. (h) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of making the loan, and thereby investing in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Securities. I have not utilized any person as my purchaser representative as defined in Regulation D promulgated by the Securities Exchange Commission pursuant to the Securities Act in connection with evaluating such merits and risks. (i) I have relied solely upon my own investigation in making a decision to invest in the Securities. (j) I have received no representation or warranty from the Company or any of its respective officers, directors, employees, consultants or agents in respect of my investment in the Securities and I have received no information (written or otherwise) from them relating to the Company or its business other than as contained herein or in the SEC Filings. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (k) I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering of the Securities and other matters pertaining to my investment in the Securities and all such questions have been answered to my full satisfaction. (l) I have been provided an opportunity to obtain any additional information concerning the Securities and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. (m) I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder. (n) I understand that (i) the Securities have not been registered under the Securities Act, or the securities laws of any state in reliance on specific exemptions from registration, (ii) no securities administrator of any state or the federal government has recommended or endorsed the offering of Securities or made any finding or determination relating to assist the undersigned fairness of an investment in complying with the Company and (iii) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of the exemptions afforded by the Securities Act and certain state securities laws. (o) I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state state, the Securities may not be sold, assigned, pledged or otherwise disposed of the United States unless they are so registered or of any foreign jurisdictionan exemption from such registration is available. (cp) The undersigned understands that I have been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Shares is a speculative investment that involves a high degree Securities in view of risk my overall financial needs and with respect to the potential loss legal and tax implications of his entire such investment. (dq) The undersigned's overall commitment If the undersigned is a corporation, company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and qualified to investments that are not readily marketable is not disproportionate to the undersigned's net worth, and become an investment investor in the Shares will not cause Company and the person signing this Subscription Agreement on behalf of such overall commitment entity has been duly authorized by such entity to become excessivedo so. (er) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment contained in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933my Accredited Investor Questionnaire, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission well as any information which are available I have furnished to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review with respect to my financial position and business experience, is correct and complete as of the Filed Documents as the undersigned has deemed necessarydate of this Subscription Agreement and, including, but not limited if there should be any material change in such information prior to the section entitled “RISK FACTORS” in consummation of the transactions contemplated hereby, I will furnish such revised or corrected information to the Company’s latest S-1/A filed with the SEC. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription, and any agreements made in connection herewith shall survive my death or disability. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: a. I am aware that my investment involves a high degree of risk as disclosed herein and in the other Offering Documents and have carefully read this Agreement and the other Offering Documents, and I understand that by signing this Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents. b. I acknowledge and am aware that there is no assurance as to the future performance of the Company. c. Although the Company has expressed an interest in pursuing an IPO; I acknowledge and am aware that: (ai) The undersigned has full power and authority to enter into this Agreementas market conditions fluctuate, the execution and delivery Company’s plan may change such that an initial public offering is no longer a business objective of this Agreement has been duly authorizedthe Company; or (ii) the Company may be unable to complete an initial public offering on acceptable commercial terms, if applicableat all; in either of which cases, the Company would be caused to remain privately held and unable to develop a public market for its shares. d. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this Agreement constitutes investment. e. I am purchasing the Securities for my own account for investment purposes only and not with a valid and legally binding obligation view to or for sale in connection with the distribution of the undersignedSecurities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me. (b) The undersigned understands f. I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company. g. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. h. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks. i. I have relied solely upon my own investigation in deciding to invest in the Company. j. I have received no obligation representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to register the Shares Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. k. I have had full opportunity to ask questions and to receive satisfactory answers concerning the Offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction. l. I have been provided an opportunity to obtain any additional information concerning the Offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. m. I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities. n. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to assist the undersigned fairness of an investment in complying with the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws. o. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state state, the Securities may not be sold, assigned, pledged or otherwise disposed of the United States unless they are so registered or of any foreign jurisdictionan exemption from such registration is available. (c) The undersigned understands that p. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Shares is a speculative investment that involves a high degree Company in view of risk my overall financial needs and with respect to the potential loss legal and tax implications of his entire such investment. (d) The undersigned's overall commitment to investments that are not readily marketable q. If the Investor is not disproportionate to the undersigned's net wortha corporation, company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and an investment in the Shares will not cause such overall commitment qualified to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment an Investor in the Company that and the person signing this Agreement on behalf of such entity has been requested duly authorized by such entity to do so. r. If I am a Non-U.S. Person, as defined in Regulation S promulgated under the undersigned. The undersigned has been advised Securities Act (“Regulation S”) and am acquiring the Securities under Regulation S, then I acknowledge and agree that I must complete a separate Regulation S Representation Letter (the “Reg S Representation Letter”) that will be provided to me by Xxxxxxxx and understand and acknowledge that I may not purchase the Securities under Regulation S unless the Company is subject or Boustead determine that I am not eligible to do so. If I purchase the Securities under Regulation S, I acknowledge and agree that I am making all of the representations and warranties contained in this Agreement and in the Reg S Representation Letter except that to the reporting extent I state in the Reg S Representation Letter that I am not an accredited investor then I will be deemed not to have made such representation and warranty about my status as an accredited investor in this Agreement. s. If I am a Non-U.S. Person, I hereby represent that I have satisfied myself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Agreement, including (i) the legal requirements within my jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. My subscription and payment for and continued beneficial ownership of the Securities Exchange Act will not violate any applicable securities or other laws of 1933my jurisdiction. t. The information contained in my Investor Questionnaire, and the Reg S Representation Letter, if applicable, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission well as any information which are available I have furnished to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review with respect to my financial position and business experience, is true, correct and complete in all respects as of the Filed Documents as the undersigned has deemed necessarydate of this Agreement and, including, but not limited if there should be any change in such information prior to the section entitled “RISK FACTORS” in Closing of the offering, I will furnish such revised or corrected information to the Company’s latest S-1/A filed with the SEC. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned Subscriber hereby acknowledges, represents and warrants to, and agrees with, to the Company and its affiliates as follows: (a) The undersigned Subscriber is acquiring the Securities for its own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in the Securities. Further, the Subscriber does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person with respect to any of the Securities for which it is subscribing. (b) The Subscriber has full power and authority to enter into this Agreement, the execution and delivery of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersignedSubscriber. (bc) The undersigned Subscriber acknowledges its understanding that the offering and sale of the Securities is intended to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D promulgated thereunder ("Regulation D"). In furtherance thereof, the Subscriber represents and warrants to, and agrees with, the Company and its affiliates as follows: (i) The Subscriber realizes that the basis for the exemption may not be present if, notwithstanding any representations and/or warranties to the contrary herein contained, the Subscriber has in mind merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise; (ii) The Subscriber has the financial ability to bear the economic risk of its investment, has adequate means for providing for its current needs and personal contingencies and has no need for liquidity with respect to its investment in the Company; and (iii) The Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities. If other than an individual, the Subscriber also represents it has not been organized for the purpose of acquiring the Securities. (d) The Subscriber is an "accredited investor," as that term is defined in Rule 501 of Regulation D. (e) The Subscriber: (i) Has been furnished with those documents identified on Exhibit C which have been filed by the Company with the Securities and Exchange Commission (the "SEC Filings") and any and all documents which may have been made available upon request for a reasonable time prior to the date hereof, and the Subscriber has carefully read and understands and has evaluated the risks set forth under "Risk Factors" attached hereto as Exhibit D and the considerations described in subsections (ii) and (iii) below relating to the information contained in the SEC Filings. (ii) Has been provided an opportunity for a reasonable time prior to the date hereof to obtain additional information concerning the offering of the Securities, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; (iii) Has been given the opportunity for a reasonable time prior to the date hereof to ask questions of, and receive answers from, the Company or its representatives concerning the terms and conditions of the offering of the Securities and other matters pertaining to an investment in the Securities, and has been given the opportunity for a reasonable time prior to the date hereof to obtain such additional information necessary to verify the accuracy of the information which was provided in order for them to evaluate the merits and risks of a purchase of the Securities to the extent the Company possesses such information or can acquire it without unreasonable effort or expense and has agreed that it will keep confidential any non-public information received as part of its investigation referred to in subsections (i) and (ii) and this subsection (iii); (iv) Has not been furnished with any oral representation or oral information in connection with the offering of the Securities which is not contained in the SEC Filings; and (v) Has determined that the Securities are a suitable investment for the Subscriber and that at this time the Subscriber could bear a complete loss of such investment. (f) The Subscriber is not relying on any statements or representations made by the Company or its affiliates with respect to economic considerations involved in an investment in the Securities. Each Subscriber is capable of evaluating the merits and risks of an investment in the Securities on the terms and conditions set forth herein. (g) The Subscriber will not sell or otherwise transfer the Securities without registration under the Securities Act or an exemption therefrom and the Subscriber fully understands and agrees that it must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states or unless exemptions from such registration requirements are available. In particular, the Subscriber is aware that the Securities are "restricted securities," as such term is defined in Rule 144 promulgated under the Securities Act ("Rule 144"), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Subscriber also understands that, except as otherwise provided herein, the Company is under no obligation to register the Shares under the Securities Act, on its behalf or to assist the undersigned him in complying with any exemption from the registration requirements of the Securities Act or applicable state securities laws. The Subscriber further understands that sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. (h) No representations or warranties have been made to the Subscriber by the Company, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company contained herein, and in subscribing for Securities the Subscriber is not relying upon any representations other than those contained herein or in the SEC Filings. (i) Any information which the Subscriber has heretofore furnished or is simultaneously herewith furnishing to the Company with respect to its financial position and business experience is correct and complete as of the date of this Agreement and, if there should be any material change in such information prior to the Closing, it will immediately furnish revised or corrected information to the Company. (j) The Subscriber understands and agrees that the certificates representing the Warrant and the Warrant Shares shall bear the following legend until (i) such securities shall have been registered under the Securities Act and effectively been disposed of in accordance with the registration statement; or (ii) in the opinion of counsel for the Company such securities may be sold without registration under the Securities Act as well as any applicable "Blue Sky" or similar state securities laws: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THEY MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT BUT ONLY UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL TO THE CORPORATION, OR OTHER COUNSEL REASONABLY ACCEPTABLE TO THE CORPORATION, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY APPLICABLE "BLUE SKY" OR OTHER STATE SECURITIES LAW. (k) The Subscriber, if an individual, is a citizen of the United States, and is at least 21 years of age, or if a partnership, corporation or trust, the members, shareholders or beneficiaries thereof are all citizens of the United States and each is at least 21 years of age. The address set forth below is the Subscriber's correct principal home address, or if the Subscriber is other than an individual, the Subscriber's correct principal office and the Subscriber has no present intention of any foreign jurisdictionchanging such address. (cl) The undersigned Subscriber understands that an investment in the Shares Securities is a speculative investment that which involves a high degree of risk and the potential of loss of his its entire investment. (dm) The undersignedSubscriber's overall commitment to investments that which are not readily marketable is not disproportionate to the undersignedSubscriber's net worth, and an investment in the Shares Securities will not cause such overall commitment to become excessive. (en) The undersigned Subscriber has received all documentsnot retained any finder, recordsbroker, books agent, financial advisor or other intermediary in connection with the transactions contemplated by this Agreement and other information pertaining agrees to the undersigned’s investment in indemnify and hold harmless the Company that has been requested from liability for any compensation to any such intermediary retained by the undersigned. The undersigned has been advised that Subscriber and the Company is subject to the reporting requirements fees and expenses of the Securities Exchange Act of 1933, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made defending against such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SECliability or alleged liability. (fo) The undersigned understands Subscriber acknowledges that this offering of Securities may involve tax consequences and that the price contents of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin boardSEC Filings do not contain tax advice or information. The undersigned further understands Subscriber acknowledges that there is a substantial risk it must retain its own professional advisors to evaluate the tax and other consequences of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares Securities. (p) The Subscriber is duly organized, validly existing, and on that basis believes that his in good standing under the laws of its jurisdiction of formation, is duly qualified to conduct business under the laws of each jurisdiction in which the nature of the business transacted by it requires such qualification or where failure to so qualify would have a material adverse effect upon it or its investment assets or properties, and has all requisite corporate power and authority to own and operate its assets and properties and carry on its business as is being or is contemplated to be conducted. (q) The execution and delivery of this Agreement and the performance of the Subscriber's obligations hereunder, including without limitation the payment of the purchase price in the Shares manner contemplated herein has been duly and validly authorized by the taking of all requisite corporate action of the Subscriber, and does not constitute a breach of or violate, nor create an event of default under, any indenture, mortgage, deed of trust, fiduciary duty toward any other person or entity, contract, agreement, certificate of incorporation, bylaw, order, judgment, or decree to which the Subscriber or any of its principals is suitable a party or by which the Subscriber or any of its principals or assets are bound. When executed and appropriate for delivered by the undersignedSubscriber, this Agreement will constitute a valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with the terms hereof, except as such enforcement may be limited by bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors' rights generally or by general principles of equity. (r) To the Subscriber's best knowledge, no consents, approvals, authorizations, expiration of any statutory waiting periods, or orders of any court or government agency relating to the Subscriber or its business is required as a condition of the Subscriber's purchase of the Securities in the manner contemplated herein, and receipt of the Securities in exchange therefor, or the execution and deliver of this Agreement or consummation of the transactions contemplated herein. (s) To the Subscriber's best knowledge, there is no pending or threatened litigation, injunction, action, investigation, or other proceeding against it or to which it is a party or by which it or any of its principals, properties, or assets is or may be affected seeking to enjoin its execution, delivery, or performance of its obligations under this Agreement or which, if adversely determined, either individually or in the aggregate, would have a material adverse effect upon the Subscriber, the Subscriber's ability to conduct its business as it is being or contemplated to be conducted, or the Subscriber's ability to perform its obligations hereunder; and there is no judgment, decree, injunction, rule, or order of any governmental authority or arbitrator outstanding against the Subscriber having, or which, insofar as reasonably can be foreseen, in the future would have, any such effect. (t) The foregoing representations, warranties and agreements shall survive the execution of this Agreement.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned has full power I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and authority to enter into this Agreement, have read carefully the execution and delivery of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersignedOffering Documents. (b) The undersigned understands I acknowledge and am aware that there is no assurance as to the future performance of the Company. (c) I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Units, and the Company is under no obligation has advised me to register seek the Shares advice of experts in such areas prior to making this investment. (d) I am purchasing the Units for my own account for investment purposes and not with a view to or for sale in connection with the distribution of the Units, the Notes, the Warrants, or the shares of Common Stock issuable upon exercise of the Warrants, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Units have not been registered under the Securities Act, or to assist the undersigned in complying with the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Act and under applicable securities laws of certain states or an exemption from such registration is available. Furthermore, I hereby acknowledge and agree that I will not sell, transfer, pledge, encumber, give or otherwise dispose of, either publicly or privately, the Units, the Notes, or the shares of Common Stock issuable upon exercise of the United States or Warrants. I hereby authorize the Company to place a legend denoting the restrictions on the Units that may be issued to me, as well as the Notes, Warrants, and shares of any foreign jurisdictionCommon Stock issuable upon exercise of the Warrants. (ce) The undersigned understands that an investment Except as described in my Purchaser Investor Questionnaire, I am not a member of the Shares National Association of Securities Dealers, Inc. ("NASD"); I am not and have not, for a period of twelve (12) months prior to the date of this Subscription Agreement, been affiliated or associated with any company, firm, or other entity which is a speculative investment member of the NASD; and I do not own any stock or other interest in any member of the NASD (other than interests acquired in open market purchases). (f) I recognize that involves the Units, as an investment, involve a high degree of risk and the potential loss of his entire investment. (d) The undersigned's overall commitment to investments that are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Shares will not cause such overall commitment to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to to, the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SEC. (f) The undersigned understands that the price risk of the Shares has been determined arbitrarily by economic losses from operations of the Company and may exceed the market price total loss of my investment. I believe that the Shares investment in the Units is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his my investment in the Company. (g) Other I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents and related documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Units and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. (h) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Units and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Act in connection with evaluating such merits and risks. (i) I have relied solely upon my own investigation in making a decision to invest in the Company. (j) I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth hereinin the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (k) I have had full opportunity to ask questions and to receive satisfactory answers concerning the undersigned is offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction. (l) I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. (m) I am an "accredited investor" as defined in Section 2(15) of the Act and in Rule 501 promulgated thereunder. I can bear the entire economic risk of the investment in the Units for an indefinite period of time and I am knowledgeable about and experienced in investments in the equity securities of non-publicly traded companies, including early stage companies. I am acquiring the Units for my own account for investment purposes only and not relying upon any other informationwith a view to the resale or distribution of such securities within the meaning of the Act. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, representation directly or warranty by indirectly, on behalf of the Company or any officerperson with respect to such securities. (n) I understand that (i) the Units and the underlying securities have not been registered under the Act, directoror the securities laws of certain states in reliance on specific exemptions from registration, stockholder, agent (ii) no securities administrator of any state or representative of the Company in determining to invest in the Shares. The undersigned federal government has consulted, recommended or endorsed this offering or made any finding or determination relating to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning fairness of an investment in the Shares Company and (iii) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of the exemptions afforded by the Act and certain state securities laws. (o) I understand that basis believes (i) since neither the offer nor sale of the Units has been registered under the Act or the securities laws of any state, the Units may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available, and (ii) it is not anticipated that his or its there will be any market for the resale of the Units. (p) I have been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Shares Company in view of my overall financial needs and with respect to the legal and tax implications of such investment. (q) If the Investor is suitable a corporation, company, trust, employee benefit plan, individual retirement account, Keogh Plan, or other tax-exempt entity, it is authorized and appropriate qualifxxx xo become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so. (r) The information contained in my Purchaser Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for the undersignedany rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription, and any agreements made in connection herewith shall survive my death or disability.

Investor Representations and Warranties. The undersigned Subscriber hereby acknowledges, represents and warrants to, and agrees with, to the Company and its affiliates as follows: (a) The undersigned Subscriber is acquiring the Securities for its own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in the Securities. Further, the Subscriber does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person with respect to any of the Securities for which it is subscribing. (b) The Subscriber has full power and authority to enter into this Agreement, the execution and delivery of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersignedSubscriber. (bc) The undersigned Subscriber acknowledges its understanding that the offering and sale of the Securities is intended to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D promulgated thereunder ("Regulation D") and that it is an "accredited investor" as that term is defined in Rule 501 of Regulation D. The Subscriber has the financial ability to bear the economic risk of its investment, has adequate means for providing for its current needs and personal contingencies and has no need for liquidity with respect to its investment in the Company. The Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities. (d) The Subscriber will not sell or otherwise transfer the Securities without registration under the Securities Act or an exemption therefrom and the Subscriber fully understands and agrees that it must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states or unless exemptions from such registration requirements are available. In particular, the Subscriber is aware that the Securities are "restricted securities," as such term is defined in Rule 144 promulgated under the Securities Act ("Rule 144"), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Subscriber also understands that, except as otherwise provided herein, the Company is under no obligation to register the Shares under the Securities Act, on its behalf or to assist the undersigned him in complying with any exemption from the registration requirements of the Securities Act or applicable state securities laws. The Subscriber further understands that sales or transfers of the Securities are further restricted by state securities laws and the provisions of any state of the United States or of any foreign jurisdictionthis Agreement. (ce) No representations or warranties have been made to the Subscriber by the Company, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company contained herein, and in subscribing for Securities the Subscriber is not relying upon any representations other than those contained herein or in the documents filed by the Company with the Securities and Exchange Commission ("SEC Filings"). (f) The undersigned Subscriber understands and agrees that the certificates representing the Securities and the shares of Common Stock issued upon conversion of the Securities shall bear the following legend until (i) such securities shall have been registered under the Securities Act and effectively been disposed of in accordance with the registration statement; or (ii) in the opinion of counsel for the Company such securities may be sold without registration under the Securities Act as well as any applicable "Blue Sky" or similar state securities laws: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THEY MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT BUT ONLY UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL TO THE CORPORATION, OR OTHER COUNSEL REASONABLY ACCEPTABLE TO THE CORPORATION, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY APPLICABLE "BLUE SKY" OR OTHER STATE SECURITIES LAW. (g) The Subscriber understands that an investment in the Shares Securities is a speculative investment that which involves a high degree of risk and the potential of loss of his its entire investment. (dh) The undersignedTo the Subscriber's overall commitment to investments that are not readily marketable is not disproportionate best knowledge, no consents, approvals, authorizations, expiration of any statutory waiting periods, or orders of any court or government agency relating to the undersignedSubscriber or its business is required as a condition of the Subscriber's net worthpurchase of the Securities in the manner contemplated herein, and an investment receipt of the Securities in exchange therefor, or the Shares will not cause such overall commitment to become excessiveexecution and delivery of this Agreement or consummation of the transactions contemplated herein. (ei) The undersigned has received all documentsforegoing representations, records, books warranties and other information pertaining to agreements shall survive the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements execution of the Securities Exchange Act of 1933, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SECthis Agreement. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledgesWe acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned has full power and authority to enter into this Agreement, the execution and delivery We are aware that our investment involves a high degree of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersigned.risk; (b) The undersigned understands We acknowledge and are aware that there is no assurance as to the future performance of Company; (c) We acknowledge that there may be certain adverse tax consequences to us in connection with our purchase of Shares, and Company has advised us to seek the advice of experts in such areas prior to making this investment; (d) We are purchasing the Shares for our own account for investment and not with a view to or for sale in connection with the distribution of the Shares, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities, other than pursuant to an effective Registration Statement as otherwise contemplated herein to be filed by Company with the SEC. We agree that we must bear the entire economic risk of our investment for an indefinite period of time because, among other reasons, the Shares have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. Furthermore, we hereby acknowledge and agree that we will not sell, transfer, pledge, encumber, give or otherwise dispose of, either publicly or privately, the Shares until the Registration Statement is declared effective. We thereby authorize Company to place a legend denoting the restrictions on the share certificates that may be issued; (e) We are not a member of the National Association of Securities Dealers, Inc. ("NASD"); we are not and have not, for a period of twelve (12 ) months prior to the date of this Subscription Agreement, been affiliated or associated with any company, firm, or other entity which is a member of the NASD; and we do not own any stock or other interest in any member of the NASD (other than interests acquired in open market purchases); (f) We recognize that ownership of the Shares, as an investment, involves a high degree of risk including, but not limited to, the risk of economic losses from operations of Company and the total loss of our investment. We acknowledge that no market for the Shares exists and none may develop in the future and that we may find it impossible to liquidate our investment at any time where it may be desirable to do so, or at any time. We believe that the Company is under no obligation to register investment in the Shares is suitable for us based upon our investment objectives and financial needs, and we have adequate means for providing for our current financial needs and contingencies and have no need for liquidity with respect to our investment in Company; (g) We have been given access to such information regarding Company, as we have requested, and have utilized such access to our satisfaction for the purpose of obtaining information. We have either met with or been given reasonable opportunity to meet with officers of Company for the purpose of asking questions of and receiving answers from, such officers concerning the terms and conditions of the offering of the Shares and business and operations of Company and to obtain any additional information to the extent reasonably available; (h) We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and have obtained, in our judgment, sufficient information from Company to evaluate the merits and risks of an investment in Company. We have not utilized any person as a purchaser representative as defined in Regulation D promulgated by the SEC pursuant to the Securities Act in connection with evaluating such merits and risks; (i) We have relied solely upon our own investigation in making a decision to invest in Company; (j) We have received no representations or warranty from Company or any of its respective officers, directors, employees or agents in respect of our investment in Company and we have received no information (written or otherwise) from them relating to Company or its business other than as set forth in a revised confidential memorandum dated February 17, 1999, and previously supplied to Investor. We are not making our investment as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising; (k) We have had full opportunity to ask questions and to receive satisfactory answers concerning the Offering and other matters pertaining to our investment and all such questions have been answered to our full satisfaction; (l) We have been provided an opportunity to obtain any additional information concerning the Offering and Company and all other information to the extent Company possesses such information or can acquire it without unreasonable effort or expense; (m) We can bear the entire economic risk of the investment in the Shares for an indefinite period of time and we are knowledgeable about and experienced in investments in the equity securities of non-publicly traded companies, including early stage companies. We are acquiring the Shares for our own account for investment purposes only and not with a view to the resale or distribution of such securities within the meaning of the Securities Act, as amended. We are not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of Company or any person with respect to such securities; (n) We understand that (1) the Shares have not been registered under the Securities Act, or the securities law of certain states in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this Offering or made any finding or determination relating to assist the undersigned fairness of an investment in complying with Company and (3) Company is relying on our representations and agreements for the purpose of determining whether this transaction meets the requirements of the exemptions afforded by the Securities Act and certain state securities laws; (o) We understand that since neither the offer nor sale of the Shares has been registered under the Securities Act, or the securities laws of any state state, the Shares may not be sold, assigned, pledged or otherwise disposed of the United States unless they are so registered or of any foreign jurisdiction.an exemption from such registration is available; and (cp) The undersigned understands that We have been urged to seek independent advice from our professional advisors relating to the suitability of an investment in Company in view of our overall financial needs and with respect to the Shares is a speculative investment that involves a high degree legal and tax implications of risk and the potential loss of his entire such investment. (d) The undersigned's overall commitment to investments that are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Shares will not cause such overall commitment to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SEC. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned a. I am aware that my investment involves a high degree of risk as disclosed herein and in the Subscription Package and have read carefully the Subscription Package, and I understand that by signing this Agreement I am agreeing to be bound by all of the terms and conditions of herein and in the Subscription Package. b. I acknowledge and am aware that there is no assurance as to the future performance of the Company. c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has full power advised me to seek the advice of experts in such areas prior to making this investment. d. I am purchasing the Securities for my own account for investment purposes only and authority not with a view to enter into this Agreementor for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the execution Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and delivery under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me. e. I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company. f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Subscription Package, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the Offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. g. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks. h. I have relied solely upon my own investigation in deciding to invest in the Company. i. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company, and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Subscription Package. I am not participating in the Offering as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the Offering and other matters pertaining to my investment, and all such questions have been answered to my full satisfaction. k. I have been provided an opportunity to obtain any additional information concerning the Offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. l. I am an “accredited investor” as defined in Section 2(a)(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Investor Representation and Suitability Questionnaire that is included in this Agreement has been duly authorized, if applicableto indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time, and this Agreement constitutes I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early-stage companies. I am not acting as an underwriter or a valid and legally binding obligation conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the undersignedCompany or any person with respect to such securities. m. I understand that (b1) The undersigned understands that the Company is under no obligation to register the Shares Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this Offering or made any finding or determination relating to assist the undersigned fairness of an investment in complying with the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws. n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state state, the Securities may not be sold, assigned, pledged or otherwise disposed of the United States unless they are so registered or of any foreign jurisdictionan exemption from such registration is available. (c) The undersigned understands that o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Shares is a speculative investment that involves a high degree Company in view of risk my overall financial needs and with respect to the potential loss legal and tax implications of his entire such investment. (d) The undersigned's overall commitment to investments that are not readily marketable p. If the Investor is not disproportionate to the undersigned's net wortha corporation, company, trust, employee benefit plan, individual retirement account, Kxxxx Plan, or other tax-exempt entity, it is authorized and an investment in the Shares will not cause such overall commitment qualified to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment an Investor in the Company that and the person signing this Agreement on behalf of such entity has been requested duly authorized by the undersigned. such entity to do so. q. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933information contained in my Investor Representation and Suitability Questionnaire, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission well as any information which are available I have furnished to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review with respect to my financial position and business experience, is correct and complete as of the Filed Documents as the undersigned has deemed necessarydate of this Agreement, includingand, but not limited if there should be any material change in such information prior to the section entitled “RISK FACTORS” in Closing of the Offering, I will furnish such revised or corrected information to the Company’s latest S-1/A filed with the SEC. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledges, Each Investor severally represents and warrants to, and agrees with, to the Company and its affiliates as followsthat: (a) The undersigned has full power it is an "accredited investor" within the meaning of Rule 501 under the Securities Act and authority to enter into this Agreement, was not organized for the execution and delivery specific purpose of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of acquiring the undersigned.Note or the Warrants; (b) The undersigned it has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company's stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof; (c) it has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management; (d) the Note, Warrants and Warrant Shares being purchased by it are being acquired for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof; (e) it understands that (i) the Company is Note, the Warrants and the Warrant Shares have not been registered under no obligation to register the Shares under Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act, or to assist (ii) the undersigned in complying with Note, the Warrants and Warrant Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, (iii) the securities laws of any state of the United States or of any foreign jurisdiction. (c) The undersigned understands that an investment in the Shares is a speculative investment that involves a high degree of risk and the potential loss of his entire investment. (d) The undersigned's overall commitment to investments that are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Warrant Shares will not cause bear a legend to such overall commitment to become excessive. effect and (eiv) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject will make a notation on its transfer books to the reporting requirements of the Securities Exchange Act of 1933, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SEC.effect; (f) all action on the part of each of the Investor's partners, board of directors, shareholders and members, as applicable, necessary for the authorization, execution, delivery and performance of the Transaction Documents by each Investor, the purchase of and payment for the Note and the Warrants and the performance of all of each Investor's obligations under the Transaction Documents has been taken or will be taken prior to Closing. The undersigned understands Transaction Documents, when executed and delivered be each Investor, shall constitute valid and binding obligations of each Investor, enforceable in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies; provided, however, that the price Investors make no representations as the enforceability of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment indemnification provisions contained in the CompanyRegistration Rights Agreement. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned has full power and authority to enter into this Agreement, the execution and delivery I am aware that my investment involves a high degree of this Agreement has been duly authorized, if applicablerisk, and this Agreement constitutes a valid I have read and legally binding obligation of fully understand the undersignedDocuments. (b) The undersigned understands I acknowledge and am aware that there is no assurance as to the Company is under no obligation to register future performance of the Company. (c) I am purchasing the Shares for my own account for investment and not with a view to or for sale in connection with the distribution of the Shares, nor with any present intention of selling or otherwise disposing of all or any part of the Shares. I agree that: (i) the purchase of the Shares is a long-term investment; and (ii) I may have to bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Securities Act, the Shares may never by registered and cannot be resold, pledged, assigned, or otherwise disposed of unless they are subsequently registered under said Securities Act and under applicable securities laws of certain states or an exemption from such registration under the Securities Act or any state securities laws. I hereby authorize the Company to assist place a legend denoting the undersigned restrictions on the Shares. (d) I recognize that the Shares, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in complying the Shares is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company. (e) I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining additional information. Furthermore, I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Shares and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. (f) I have such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of an investment in the Shares and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D promulgated by the SEC pursuant to the Securities Act in connection with evaluating such merits and risks. (g) I have relied solely upon my own investigation in making a decision to invest in the Company. (h) I have received no representation or warranty from the Company or any of its respective officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Documents. I am not purchasing the Shares as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or the Internet; or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (i) I have had full opportunity to ask questions and to receive satisfactory answers pertaining to my investment and all such questions have been answered to my full satisfaction. (j) I have been provided an opportunity to obtain any additional information concerning the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. (k) I am an "accredited investor" as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder. (l) I understand that (i) the Shares have not been registered under the Securities Act or the securities laws of certain states in reliance on specific exemptions from registration; (ii) no securities administrator of any state or the federal government has recommended or endorsed the Shares or made any finding or determination relating to the fairness of the United States or of any foreign jurisdiction. (c) The undersigned understands that an investment in the Shares Company; and (iii) the Company is a speculative relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of the exemptions afforded by the Securities Act and certain state securities laws. (m) I have been urged to seek independent advice from my professional advisors relating to the suitability of an investment that involves a high degree in the Company in view of risk my overall financial needs and with respect to the potential loss legal and tax implications of his entire such investment. (dn) The undersigned's overall commitment If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and qualified to investments that are not readily marketable is not disproportionate to the undersigned's net worth, and become an investment investor in the Shares will not cause Company and the person signing this Subscription Agreement on behalf of such overall commitment entity has been duly authorized by such entity to become excessivedo so. (eo) The undersigned has received all documentsI hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, recordsI am not entitled to cancel, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933, as amended (the “Exchange Act”)terminate or revoke this subscription, and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has any agreements made such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SECconnection herewith shall survive my death or disability. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned has full power and authority to enter into this Agreement, the execution and delivery I am aware that my investment involves a high degree of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersigned.risk; (b) The undersigned understands I acknowledge and am aware that there is no assurance as to the Company is under no obligation future performance of the Company; (c) I am purchasing the Series G and the underlying common stock for my own account for investment and not with a view to register or for sale in connection with the Shares distribution of the Series G and the underlying common stock nor with any present intention of selling or otherwise disposing of all or any part of the Series G and the underlying common stock. I agree that I must bear the economic risk of my investment for an indefinite period of time because, among other reasons, the shares have not been registered under the Securities Act of 1933 (the “Securities Act, ”) or to assist the undersigned in complying with the Securities Act or under the securities laws of any state states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the United States Securities Act and under applicable securities laws of such states or of any foreign jurisdiction. (c) The undersigned understands that an investment in exemption from such registration is available. I hereby authorize the Shares is Company to place a speculative investment that involves a high degree of risk and legend denoting the potential loss of his entire investmentrestriction on the certificates to be issued. (d) The undersigned's overall commitment I further acknowledge my understanding that the Company’s reliance on such exemptions referred to investments that are not readily marketable is not disproportionate to in subsection (c) above are, in part, based upon the undersigned's net worthforegoing representations, warranties, and agreements by me and that the statutory basis for such exemptions would not be present, if, notwithstanding such representations, warranties and agreements, I were acquiring the Series G and the underlying common stock for resale on the occurrence or non-occurrence of some pre-determined event. In order to induce the Company to issue and sell the Series G and the underlying common stock subscribed for hereby to me, it is agreed that the Company will have no obligation to recognize the ownership, beneficial or otherwise, of such Series G or any part thereof by anyone, except as set forth herein; (e) I have the financial ability to bear the economic risk of my investment in the Company (including its possible total loss), have adequate means for providing for my current needs and personal contingencies and have no need for liquidity with respect to my investment in the Company; (f) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares will not cause such overall commitment Series G and have obtained, in my judgment, sufficient information from the Company to become excessive. (e) The undersigned has received all documents, records, books evaluate the merits and other information pertaining to the undersigned’s risks of an investment in the Company that has been requested by Company; (g) I: _________________ (1) Have carefully read this Subscription Agreement and the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933Term Sheet dated May 3, as amended (the “Exchange Act”)2011, and pursuant thereto has all subsequent filings filed reports and other documents with the Securities and Exchange Commission and press releases contained on the Company’s website and understand and have evaluated the risks of a purchase of the Series G and have relied solely (except as indicated in subsection (2) and (3)) on the information contained in this Subscription Agreement; (2) Have been provided an opportunity to obtain any additional information concerning the Offering, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; and (3) Have been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Offering and other matters pertaining to this investment. In addition, as required by Section 517.061(11)(a)(3), Florida Statutes and by Rule 3E-500.05(a) thereunder, I may have, at the offices of the Company, at any reasonable hour, after reasonable prior notice, access to the materials set forth in the Rule which are available the Company can obtain without unreasonable effort or expense. (h) If the undersigned is a corporation, trust, partnership, employee benefit plan, individual retirement account, Kxxxx Plan, or other tax-exempt entity, it is authorized and qualified to become an investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so; (i) No representations or warranties have been made to the undersigned by the Company, or any of their respective officers, employees, agents, affiliates or attorneys; (j) The information contained in Section 2.2 of this Subscription Agreement is true and correct including any information which I have furnished and furnish to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review with respect to my financial position and business experience, is correct and complete as of the Filed Documents as the undersigned has deemed necessarydate of this Subscription Agreement and if there should be any material change in such information prior to acceptance of my subscription, including, but not limited I will furnish such revised or corrected information to the section Company; (k) I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable state laws including the three day rights under Florida law, I am not entitled “RISK FACTORS” to cancel, terminate or revoke this subscription, and any agreements made in connection herewith shall survive my death or disability; (l) I have not received any general solicitation or advertising regarding the purchase of the Series G and became aware of this investment through a substantive, pre-existing relationship with the Company’s latest S-1/A filed with the SEC.; and (fm) The undersigned understands that the price Where applicable, I agree to be bound by any restrictions on resale of the Shares has been determined arbitrarily Series G required by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Companyapplicable state laws. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned a. I am aware that my investment involves a high degree of risk as disclosed herein and in the Subscription Package and have read carefully the Subscription Package, and I understand that by signing this Agreement I am agreeing to be bound by all of the terms and conditions of herein and in the Subscription Package. b. I acknowledge and am aware that there is no assurance as to the future performance of the Company. c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has full power advised me to seek the advice of experts in such areas prior to making this investment. d. I am purchasing the Securities for my own account for investment purposes only and authority not with a view to enter into this Agreementor for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the execution Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and delivery under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me. e. I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company. f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Subscription Package, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. g. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks. h. I have relied solely upon my own investigation in making a decision to invest in the Company. i. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company, and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Subscription Package. I am not participating in the offering as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment, and all such questions have been answered to my full satisfaction. k. I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. l. I am an “accredited investor” as defined in Section 2(a)(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Investor Representation and Suitability Questionnaire that is included in this Agreement has been duly authorized, if applicableto indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time, and this Agreement constitutes I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early-stage companies. I am not acting as an underwriter or a valid and legally binding obligation conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the undersignedCompany or any person with respect to such securities. m. I understand that (b1) The undersigned understands that the Company is under no obligation to register the Shares Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to assist the undersigned fairness of an investment in complying with the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws. n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state state, the Securities may not be sold, assigned, pledged or otherwise disposed of the United States unless they are so registered or of any foreign jurisdictionan exemption from such registration is available. (c) The undersigned understands that o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Shares is a speculative investment that involves a high degree Company in view of risk my overall financial needs and with respect to the potential loss legal and tax implications of his entire such investment. (d) The undersigned's overall commitment to investments that are not readily marketable p. If the Investor is not disproportionate to the undersigned's net wortha corporation, company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and an investment in the Shares will not cause such overall commitment qualified to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment an Investor in the Company that and the person signing this Agreement on behalf of such entity has been requested duly authorized by the undersigned. such entity to do so. q. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933information contained in my Investor Representation and Suitability Questionnaire, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission well as any information which are available I have furnished to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review with respect to my financial position and business experience, is correct and complete as of the Filed Documents as the undersigned has deemed necessarydate of this Agreement, includingand, but not limited if there should be any material change in such information prior to the section entitled “RISK FACTORS” in Closing of the offering, I will furnish such revised or corrected information to the Company’s latest S-1/A filed with the SEC. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent, and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned a. I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents and the Company’s SEC filings, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents. b. I acknowledge and am aware that there is no assurance as to the future performance of the Company. c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has full power advised me to seek the advice of experts in such areas prior to making this investment. d. I am purchasing the Securities for my own account for investment purposes and authority not with a view to enter into this or for sale in connection with the distribution of the Securities,, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a legend denoting the restrictions on the Securities that are issued to me. e. I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs RTSL Subscription Agreement, $1.5 Million Updated 2020 10 22 and contingencies and have no need for liquidity with respect to my investment in the execution Company. f. I have been given access to full and delivery complete information regarding the Company and have utilized such access to my satisfaction for the purpose of this Agreement has been duly authorizedobtaining information in addition to, if applicableor verifying information included in, the Offering Documents, and this Agreement constitutes a valid and legally binding obligation I have either met with or been given reasonable opportunity to meet with officers of the undersignedCompany for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. (b) The undersigned understands that g. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company is to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks. h. I have relied solely upon my own investigation in making a decision to invest in the Company. i. I have received no obligation representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to register the Shares Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction. k. I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. l. I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” category. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities. RTSL Subscription Agreement, $1.5 Million Updated 2020 10 22 m.I understand that (1) the Securities and the underlying securities have not been registered under the Securities Act, or the securities laws of certain states in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to assist the undersigned fairness of an investment in complying with the Company and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of the exemptions afforded by the Securities Act and certain state securities laws. n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state state, the Securities may not be sold, assigned, pledged or otherwise disposed of the United States unless they are so registered or of any foreign jurisdictionan exemption from such registration is available. (c) The undersigned understands that o. I have been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Shares is a speculative investment that involves a high degree Company in view of risk my overall financial needs and with respect to the potential loss legal and tax implications of his entire such investment. (d) The undersigned's overall commitment to investments that are not readily marketable p. If the Investor is not disproportionate to the undersigned's net wortha corporation, company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and an investment in the Shares will not cause such overall commitment qualified to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment an Investor in the Company that and the person signing this Subscription Agreement on behalf of such entity has been requested duly authorized by the undersigned. such entity to do so. q. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933information contained in my Investor Questionnaire, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission well as any information which are available I have furnished to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review with respect to my financial position and business experience, is correct and complete as of the Filed Documents as the undersigned has deemed necessarydate of this Subscription Agreement and, including, but not limited if there should be any material change in such information prior to the section Closing of the offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled “RISK FACTORS” to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability. r. The Investor acknowledges that (i) the Offering Documents contains material, nonpublic information concerning the Company within the meaning of Regulation FD promulgated by the SEC, and (ii) the Investor is obtaining such material, nonpublic information solely for the purpose of considering whether to purchase the Securities pursuant to a private placement that is exempt from registration under the Securities Act. In accordance with Regulation FD and other applicable provisions of the federal securities laws, the Investor agrees to keep such information confidential and not to disclose it to any other person or entity except the Investor’s legal counsel, other advisors and other representatives who have agreed (i) to keep such information confidential, (ii) to use such information only for the purpose set forth above, and (iii) to comply with applicable securities laws with respect to such information. In addition, the Investor further acknowledges that the Investor and such legal counsel, other advisors and other representatives are prohibited from trading in the Company’s latest S-1/A filed with the SEC. (f) The undersigned understands that the price 's securities while in possession of material, non-public information and agrees to RTSL Subscription Agreement, $1.5 Million Updated 2020 10 22 refrain from purchasing or selling securities of the Shares Company until such material, non-public information has been determined arbitrarily publicly disseminated by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned has full power I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and authority to enter into this Agreement, have read carefully the execution and delivery of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersignedOffering Documents. (b) The undersigned understands I acknowledge and am aware that there is no assurance as to the future performance of the Company. (c) I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Units, and the Company has advised me to seek the advice of experts in such areas prior to making this investment. (d) I am purchasing the Units for my own account for investment purposes and not with a view to or for sale in connection with the distribution of the Units or the shares of common stock, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Units have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. Furthermore, I hereby acknowledge and agree that I will not sell, transfer, pledge, encumber, give or otherwise dispose of, either publicly or privately, the Units or the shares of common stock. I hereby authorize the Company to place a legend denoting the restrictions on the Units that may be issued to me, as well as the shares of common stock. (e) Except as described in my Investor Questionnaire, I am not a member of the National Association of Securities Dealers, Inc. (“NASD”); I am not and have not, for a period of 12 months prior to the date of this Subscription Agreement, been affiliated or associated with any company, firm, or other entity which is a member of the NASD; and I do not own any stock or other interest in any member of the NASD (other than interests acquired in open market purchases). (f) I recognize that the Units, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Units is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company. (g) I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents and related documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Units and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. (h) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Units and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks. (i) I have relied solely upon my own investigation in making a decision to invest in the Company. (j) I have received no obligation representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to register the Shares Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (k) I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction. (l) I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. (m) I am an "accredited investor" as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder. I can bear the entire economic risk of the investment in the Units for an indefinite period of time and I am knowledgeable about and experienced in investments in the equity securities of non-publicly traded companies, including early stage companies. I am acquiring the Units for my own account for investment purposes only and not with a view to the resale or distribution of such securities within the meaning of the Securities Act of 1933, as amended. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities. (n) I understand that (1) the Units and the underlying securities have not been registered under the Securities Act, or the securities laws of certain states in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to assist the undersigned fairness of an investment in complying with the Company and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of the exemptions afforded by the Securities Act and certain state securities laws. (o) I understand that (1) since neither the offer nor sale of the Units has been registered under the Securities Act or the securities laws of any state state, the Units may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available, and (2) it is not anticipated that there will be any market for the resale of the United States or of any foreign jurisdictionUnits. (cp) The undersigned understands that I have been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Shares is a speculative investment that involves a high degree Company in view of risk my overall financial needs and with respect to the potential loss legal and tax implications of his entire such investment. (dq) The undersigned's overall commitment If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and qualified to investments that are not readily marketable is not disproportionate to the undersigned's net worth, and become an investment Investor in the Shares will not cause Company and the person signing this Subscription Agreement on behalf of such overall commitment entity has been duly authorized by such entity to become excessivedo so. (er) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment contained in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933my Investor Questionnaire, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission well as any information which are available I have furnished to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review with respect to my financial position and business experience, is correct and complete as of the Filed Documents as the undersigned has deemed necessarydate of this Subscription Agreement and, including, but not limited if there should be any material change in such information prior to the section entitled “RISK FACTORS” in Closing of the offering, I will furnish such revised or corrected information to the Company’s latest S-1/A filed with the SEC. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription, and any agreements made in connection herewith shall survive my death or disability. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned has full power I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and authority to enter into this Agreement, have read carefully the execution and delivery of this Agreement has been duly authorized, if applicableOffering Documents, and I understand that by signing this Subscription Agreement constitutes a valid and legally binding obligation I am agreeing to be bound by all of the undersignedterms and conditions of the Offering Documents. (b) The undersigned understands I acknowledge and am aware that there is no assurance as to the future performance of the Company. (c) I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment. (d) I am purchasing the Securities for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me. (e) I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company. (f) I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the Offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. (g) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks. (h) I have relied solely upon my own investigation in making a decision to invest in the Company. (i) I have received no obligation representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to register the Shares Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or the internet or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (j) I did not learn of the investment in the Securities as a result of any public advertising or general solicitation. I confirm that I have had a substantive pre-existing relationship and direct contact with the Company or Boustead or their respective representatives other than in connection with an IPO, I was not identified or contacted through the marketing of an IPO and I did not independently contact the Company as a result of the general solicitation by means of a registration statement. (k) I have had full opportunity to ask questions and to receive satisfactory answers concerning the Offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction. (l) I have been provided an opportunity to obtain any additional information concerning the Offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. (m) I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Representation and Suitability Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early-stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities. (n) I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this Offering or made any finding or determination relating to assist the undersigned fairness of an investment in complying with the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws. (o) I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state state, the Securities may not be sold, assigned, pledged or otherwise disposed of the United States unless they are so registered or of any foreign jurisdictionan exemption from such registration is available. (cp) The undersigned understands that I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Shares is a speculative investment that involves a high degree Company in view of risk my overall financial needs and with respect to the potential loss legal and tax implications of his entire such investment. (dq) The undersigned's overall commitment If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and qualified to investments that are not readily marketable is not disproportionate to the undersigned's net worth, and become an investment Investor in the Shares will not cause Company and the person signing this Subscription Agreement on behalf of such overall commitment entity has been duly authorized by such entity to become excessivedo so. (er) The undersigned has received all documentsinformation contained in my Investor Representation and Suitability Questionnaire, records, books and other as well as any information pertaining which I have furnished to the undersigned’s investment Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject such information prior to the reporting requirements Closing of the Offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability. (s) None of the “bad actor” disqualifying events described in Rule 506(d)(1)(i)-(viii) under the Securities Exchange Act of 1933, as amended (the “Exchange Act”)amended, and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission which are available is applicable to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SECme. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants to, and agrees with, warrant to the Company and its affiliates X.X. Xxxxxxxx as follows: (a) 7.1 Obligations of the Company and the Investor. The undersigned Company has full power and authority no obligation to enter into me other than as set forth in this Agreement, the execution and delivery of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersigned. (b) The undersigned understands that the Company is under no obligation to register the Shares under the Securities Act, or to assist the undersigned in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction. (c) The undersigned understands that an investment in the Shares is a speculative investment that involves a high degree of risk and the potential loss of his entire investment. (d) The undersigned's overall commitment to investments that are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Shares will not cause such overall commitment to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review of the Filed Documents as the undersigned has deemed necessary, including, including but not limited to the section obligations described in Section 7.1 of SCHEDULE 1. I have read and agree to the restrictions set forth in Section 7.1 of SCHEDULE 1. I am aware that, except for any rescission rights that may be provided under applicable laws, I am not entitled “RISK FACTORS” to cancel, terminate or revoke this subscription, and any agreements made in connection herewith will survive my death or disability. In order to induce the Company’s latest S-1/A filed with Company to issue and sell the SEC. (f) The undersigned understands Securities to me, I represent and warrant that the price information relating to me stated herein is true and complete as of the Shares has been determined arbitrarily by date hereof and will be true and complete as of the date on which my purchase of Securities becomes effective. If, prior to the final consummation of the offer and sale of the Securities, there should be any change in such information or any of such information becomes incorrect or incomplete, I agree to notify the Company and may exceed supply the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in Company promptly with corrective information. 7.2 Information About the Company. (g1) Other than I have read the confidential private placement memorandum relating to this offering ("Memorandum") and all exhibits listed therein and fully understand the Memorandum, including the Section entitled "Risk Factors" and the Memorandum's exhibits. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of verifying the information included in the Memorandum and exhibits thereto, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking reasonable questions of such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and all such questions have been answered to my full satisfaction. I have also been given an opportunity to obtain any additional relevant information to the extent reasonably available to the Company. I have received all information and materials regarding the Company that I have reasonably requested. After my reading of the materials about the Company, I understand that there is no assurance as set forth herein, to the undersigned is not relying upon any other information, future performance of the Company. (2) I have received no representation or warranty by from the Company or X.X. Xxxxxxxx or any officerof their respective officers, directordirectors, stockholder, agent employees or representative agents in respect of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an my investment in the Shares Company. I (i) have not seen any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or the Internet and on that basis believes that his (ii) have not participated in any seminar or its investment in the Shares is suitable and appropriate for the undersignedmeeting whose attendees have been invited by any general solicitation or general advertising.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned has full power and authority to enter into this Agreement, the execution and delivery I am aware that my investment involves a high degree of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersigned.risk; (b) The undersigned understands I acknowledge and am aware that there is no assurance as to the Company is under no obligation future performance of the Company; (c) I am purchasing the securities for my own account for investment and not with a view to register or for sale in connection with the Shares distribution of the securities nor with any present intention of selling or otherwise disposing of all or any part of the securities. I agree that I must bear the economic risk of my investment for an indefinite period of time because, among other reasons, the securities have not been registered under the Securities Act of 1933 (the “Securities Act, ”) or to assist the undersigned in complying with the Securities Act or under the securities laws of any state states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the United States Securities Act and under applicable securities laws of such states or of any foreign jurisdiction. (c) The undersigned understands an exemption from such registration is available. I hereby authorize the Company to place a legend denoting the restriction on the certificates to be issued. I acknowledge that an investment in no public market will develop for the Shares is a speculative investment that involves a high degree of risk and the potential loss of his entire investmentWarrants. (d) The undersigned's overall commitment I further acknowledge my understanding that the Company’s reliance on such exemptions referred to investments that are not readily marketable is not disproportionate to in subsection (c) above are, in part, based upon the undersigned's net worthforegoing representations, warranties, and agreements by me and that the statutory basis for such exemptions would not be present, if, notwithstanding such representations, warranties and agreements, I were acquiring the securities for resale on the occurrence or non-occurrence of some pre-determined event. In order to induce the Company to issue and sell the securities subscribed for hereby to me, it is agreed that the Company will have no obligation to recognize the ownership, beneficial or otherwise, of such securities or any part thereof by anyone, except as set forth herein; (e) I have the financial ability to bear the economic risk of my investment in the Company (including its possible total loss), have adequate means for providing for my current needs and personal contingencies and have no need for liquidity with respect to my investment in the Company; (f) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares will not cause securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company; (g) I:________________ (1) Have carefully read this Subscription Agreement and the Term Sheet, as well as reports filed by the Company with the Securities and Exchange Commission (the “Reports”) and understand and have evaluated the risks of a purchase of the securities and have relied solely (except as indicated in subsection (2) and (3)) on the information contained in this Subscription Agreement, the Term Sheet and the Reports; (2) Have been provided an opportunity to obtain any additional information concerning the offering, the Company and all other information to the extent the Company possesses such overall commitment information or can acquire it without unreasonable effort or expense; and (3) Have been given the opportunity to become excessiveask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and other matters pertaining to this investment. In addition, as required by Section 517.061(11)(a)(3), Florida Statutes and by Rule 3E-500.05(a) thereunder, I may have, at the offices of the Company, at any reasonable hour, after reasonable prior notice, access to the materials set forth in the Rule which the Company can obtain without unreasonable effort or expense. (eh) The If the undersigned has received all documentsis a corporation, recordstrust, books partnership, employee benefit plan, individual retirement account, Keogh Xxxx, or other tax-exempt entity, it is authorized and other information pertaining qualified to the undersigned’s investment become an investor in the Company that and the person signing this Subscription Agreement on behalf of such entity has been requested duly authorized by such entity to do so; (i) No representations or warranties have been made to the undersigned by the undersigned. Company, or any of their respective officers, employees, agents, affiliates or attorneys; (j) The undersigned has been advised that information contained in Section 2.2 of this Subscription Agreement is true and correct including any information which I have furnished and furnish to the Company with respect to my financial position and business experience, is subject correct and complete as of the date of this Subscription Agreement and if there should be any material change in such information prior to acceptance of my subscription, I will furnish such revised or corrected information to the reporting requirements Company; (k) I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable state laws including the three day rights under Florida law, I am not entitled to cancel, terminate or revoke this subscription, and any agreements made in connection herewith shall survive my death or disability; (l) I have not received any general solicitation or advertising regarding the purchase of the securities and became aware of this investment through a substantive, pre-existing relationship with the Company; and (m) Where applicable, I agree to be bound by any restrictions on resale of the securities required by applicable state laws. (n) For a period of one year from the date of this Subscription Agreement, I will not, whether in my own capacity or through a representative, agent or affiliate enter into or effect any “short sales” (as such term is defined in Rule 10a-1 of the Securities Exchange Act of 1933, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review 1934) of the Filed Documents as the undersigned has deemed necessary, including, but not limited to the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SECCommon Stock or engage in any similar hedging transactions. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned Holder hereby acknowledgesrepresents, represents warrants and warrants to, and agrees with, covenants to the Company and its affiliates as follows: 5.1. Acquisition of this Warrant, and upon exercise of this Warrant, purchase of the Warrant Shares and Endo Warrants is for the Holder's own account, and not for distribution or resale to others. The Holder acknowledges that neither this Warrant nor the Warrant Shares or Endo Warrants have been or will be registered under the Act, but are intended to be exempt from registration under the Act and the rules promulgated thereunder. In availing itself of this exemption, the Company has relied on the representations of the Holder contained herein. 5.2. The Holder understands and agrees that this Warrant and the Warrant Shares and Endo Warrants are restricted from transfer in accordance with the provisions of Article III, and moreover cannot be offered, sold or otherwise disposed of unless (a) The undersigned has full power (i) pursuant to an effective registration statement under the Act, or (ii) pursuant to an opinion of counsel (in form and authority substance reasonably satisfactory to enter into this Agreementthe Company) and such other documentation that the Company reasonably requests, evidencing that the execution and delivery of this Agreement has been duly authorizedproposed offer, if applicablesale or other disposition is exempt from registration under the Act, and this Agreement constitutes a valid and legally binding obligation of the undersigned. (b) The undersigned understands all applicable state securities laws have been complied with; and that the Company is under no obligation does not intend to register this Warrant or the Warrant Shares or the Endo Warrants or to take any other steps to enable the Holder to make an offer, sale or other disposition of this Warrant or the Warrant Shares or the Endo Warrants under the Securities Act. 5.3. Upon exercise of this Warrant, the Holder will be purchasing Warrant Shares and Endo Warrants without being furnished any specific offering literature or disclosure documents. The Holder will be entitled to assist receive from the undersigned in complying with the Securities Act or the securities laws of any state Company such annual and quarterly reports containing financial statements and a general description of the United States or of any foreign jurisdiction. (c) The undersigned understands that an investment in the Shares is a speculative investment that involves a high degree of risk and the potential loss of his entire investment. (d) The undersignedCompany's overall commitment to investments that activities as are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Shares will not cause such overall commitment to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SEC. (f) The undersigned understands that the price of the Shares has been determined arbitrarily provided by the Company and may exceed to the market price holders of the Shares Common Stock. 5.4. Other than information which has been and will be given to be quoted on the over Holder as described in Section 5.3 above, no representations or warranties have been made to the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in Holder by the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, employee or agent or representative of the Company in determining to invest in the SharesCompany. 5.5. The undersigned has consultedHolder is an "Accredited Investor" within the meaning of Rule 501(a) under the Act or an entity in which all of the equity owners are accredited investors within the meaning of Rule 501(a)(1), (2) or (3) under the Act. 5.6. The Holder will rely solely upon the advice of his own tax and legal advisors with respect to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, tax and other legal and related matters concerning aspects of an investment in the Warrant Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersignedEndo Warrants.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: a. I am aware that my investment involves a high degree of risk as disclosed herein and in the other Offering Documents and have carefully read this Agreement and the other Offering Documents, and I understand that by signing this Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents. b. I acknowledge and am aware that there is no assurance as to the future performance of the Company. c. Although the Company has expressed an interest in pursuing the IPO; I acknowledge and am aware that: (ai) The undersigned has full power and authority to enter into this Agreementas market conditions fluctuate, the execution and delivery Company’s plan may change such that the IPO is no longer a business objective of this Agreement has been duly authorizedthe Company; or (ii) the Company may be unable to complete the IPO on acceptable commercial terms, if applicableat all; in either of which cases, the Company would be caused to remain privately held and unable to develop a public market for its shares. d. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this Agreement constitutes investment. e. I am purchasing the Securities for my own account for investment purposes only and not with a valid and legally binding obligation view to or for sale in connection with the distribution of the undersignedSecurities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me. (b) The undersigned understands f. I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company. g. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the Offering and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. h. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks. i. I have relied solely upon my own investigation in deciding to invest in the Company. j. I have received no obligation representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to register the Shares Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to (but not limited to): (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or on the Internet or broadcast over television, radio or the Internet or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. k. I have had full opportunity to ask questions and to receive satisfactory answers concerning the Offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction. l. I have been provided an opportunity to obtain any additional information concerning the Offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. m. I am an “accredited investor” as defined in Section 2(a)(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities. n. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this Offering or made any finding or determination relating to assist the undersigned fairness of an investment in complying with the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws. o. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state state, the Securities may not be sold, assigned, pledged or otherwise disposed of the United States unless they are so registered or of any foreign jurisdictionan exemption from such registration is available. (c) The undersigned understands that p. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Shares is a speculative investment that involves a high degree Company in view of risk my overall financial needs and with respect to the potential loss legal and tax implications of his entire such investment. (d) The undersigned's overall commitment to investments that are not readily marketable q. If the Investor is not disproportionate to the undersigned's net wortha corporation, company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and an investment in the Shares will not cause such overall commitment qualified to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment an Investor in the Company that and the person signing this Agreement on behalf of such entity has been requested duly authorized by the undersigned. such entity to do so. r. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933information contained in my Investor Questionnaire, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission well as any information which are available I have furnished to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review with respect to my financial position and business experience, is correct and complete as of the Filed Documents as the undersigned has deemed necessarydate of this Agreement and, including, but not limited if there should be any material change in such information prior to the section entitled “RISK FACTORS” in Closing of the Offering, I will furnish such revised or corrected information to the Company’s latest S-1/A filed with the SEC. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned has full power a. I am aware that my investment involves a high degree of risk as disclosed herein and authority to enter into this Agreement, in the execution other Offering Documents and delivery of have carefully read this Agreement has been duly authorized, if applicableand the other Offering Documents, and I understand that by signing this Agreement constitutes a valid and legally binding obligation I am agreeing to be bound by all of the undersignedterms and conditions of the Offering Documents. (b) The undersigned understands b. I acknowledge and am aware that there is no assurance as to the future performance of the Company. c. I acknowledge that the Company is under no obligation may never pursue an initial public offering and may be unable to register develop a market for the Shares. d. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment. e. I am purchasing the Shares for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Shares, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Shares have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Shares that are issued to me. f. I recognize that the Shares, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Shares is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company. g. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the Offering and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. h. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks. i. I have relied solely upon my own investigation in deciding to invest in the Company. j. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to (but not limited to): (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or on the Internet or broadcast over television, radio or the Internet or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. k. I have had full opportunity to ask questions and to receive satisfactory answers concerning the Offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction. l. I have been provided an opportunity to obtain any additional information concerning the Offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. m. I am an “accredited investor” as defined in Section 2(a)(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Shares for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities. n. I understand that (1) the Shares have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this Offering or made any finding or determination relating to assist the undersigned fairness of an investment in complying with the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws. o. I understand that since neither the offer nor sale of the Shares has been registered under the Securities Act or the securities laws of any state state, the Shares may not be sold, assigned, pledged or otherwise disposed of the United States unless they are so registered or of any foreign jurisdictionan exemption from such registration is available. (c) The undersigned understands that p. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Shares is a speculative investment that involves a high degree Company in view of risk my overall financial needs and with respect to the potential loss legal and tax implications of his entire such investment. (d) The undersigned's overall commitment to investments that are not readily marketable q. If the Investor is not disproportionate to the undersigned's net wortha corporation, company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and an investment in the Shares will not cause such overall commitment qualified to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment an Investor in the Company that and the person signing this Agreement on behalf of such entity has been requested duly authorized by the undersigned. such entity to do so. r. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933information contained in my Investor Questionnaire, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission well as any information which are available I have furnished to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review with respect to my financial position and business experience, is correct and complete as of the Filed Documents as the undersigned has deemed necessarydate of this Agreement and, including, but not limited if there should be any material change in such information prior to the section entitled “RISK FACTORS” in Closing of the Offering, I will furnish such revised or corrected information to the Company’s latest S-1/A filed with the SEC. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees with, agree with the Company and its affiliates Corporation as follows: (a) The undersigned has full power and authority to enter into this Agreement, I have not received any general solicitation or general advertising regarding the execution and delivery of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation purchase of the undersigned.Shares; (b) The undersigned understands I have determined that the Company purchase of the Shares of the Corporation is a suitable investment for me; (c) I understand that the offer and sale of the Shares is being made by means of this Subscription Agreement and the Term Sheet and the documents annexed as exhibits to the Term Sheet, and I am aware of the high degree of risk associated with an investment in the Shares. Among other things, I have reviewed the risk factors contained in the Term Sheet; (d) I acknowledge and am aware that there is no assurance as to the future performance of the Corporation; (e) I am purchasing the Shares for my own account for investment, and not with a view to or for sale in connection with the distribution of the Shares or with any present intention of selling or otherwise disposing of all or any part of the Shares. I agree that I must bear the economic risk of my investment for an indefinite period of time because, among other reasons, the Shares have not been registered under the Securities Act or under the securities laws of any states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of such states or an exemption from such registration is available. I understand that the Corporation is under no obligation to register the Shares under the Securities Act, on my behalf or to assist the undersigned me in complying with any exemption from such registration under the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction. (c) The undersigned understands that an investment in the Shares is a speculative investment that involves a high degree of risk and the potential loss of his entire investment. (d) The undersigned's overall commitment to investments that are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Shares will not cause such overall commitment to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SEC.securities laws; (f) The undersigned understands that I have the price of financial ability to bear the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial economic risk of further dilution on his my investment in the Company.Corporation (including its possible total loss), have adequate means for providing for my current needs and personal contingencies and have no need for liquidity with respect to my investment in the Corporation; (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company I have such knowledge and experience in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers financial and business matters as to be capable of evaluating the financial, tax, legal merits and related matters concerning risks of an investment in the Shares and on that basis believes that his or its have obtained, in my judgment, sufficient information from the Corporation to evaluate the merits and risks of an investment in the Shares Corporation. I have utilized a purchaser representative in connection with evaluating such merits and risks, and such person has sufficient knowledge or and authority to make such investments as set forth in writing and attached to this Subscription Agreement, and I am familiar with and understand the terms of this offering; (h) I have: (i) been furnished the Term Sheet and the exhibits thereto and any other documents I have requested, have carefully read the Term Sheet and understand and have evaluated the risks of a purchase of Shares, including the risks set forth in the Term Sheet and the information contained in the Term Sheet which is suitable all of the information provided by the Corporation. Any additional information upon which I have relied upon has been obtained through my own efforts and appropriate due diligence; (ii) been provided an opportunity to obtain any additional information concerning the offering, the Corporation and all other information to the extent the Corporation possesses such information or can acquire it without unreasonable effort or expense; and (iii) been given the opportunity to ask questions of, and receive answers from, the Corporation concerning the terms and conditions of the offering and other matters pertaining to this investment. In addition, as required by ss.517.061(11)(a)(3), Florida Statutes and by Rule 3E-500.005(5) thereunder, I may have, at the offices of the Corporation, at any reasonable hour, after reasonable prior notice, access to the materials set forth in the Rule which the Corporation can obtain without unreasonable effort or expense. (i) Any investigations required in making my decision have been made solely by me; (j) If the undersigned is a corporation, limited partnership, limited liability company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Corporation and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so; (k) No representations or warranties of any kind have been made to the undersigned by the Corporation or any officer, employee, agent or affiliate of it; and (l) I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable state laws including the undersigned.three day rescission rights provided under Florida law, I am not entitled to cancel, terminate or revoke this subscription, and any agreements made in connection herewith shall survive my death or disability;

Investor Representations and Warranties. The undersigned hereby acknowledges, represents and warrants to, and agrees with, the Company and its affiliates as follows: (a) The undersigned is acquiring the Shares for his own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in such Shares. Further, the undersigned does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Shares for which the undersigned is subscribing. (b) The undersigned has full power and authority to enter into this Subscription Agreement, the execution and delivery of this Subscription Agreement has been duly authorized, if applicable, and this Subscription Agreement constitutes a valid and legally binding obligation of the undersigned. (bc) The undersigned acknowledges his understanding that the offering and sale of the Shares is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D promulgated thereunder (“Regulation D”). In furtherance thereof, the undersigned represents and warrants to and agrees with the Company and its affiliates as follows: (i) The undersigned realizes that the basis for the exemption may not be present if, notwithstanding such representations, the undersigned has in mind merely acquiring the Shares for a fixed or determinable period in the future, or for a rise in the value of the Shares, or for sale if the Shares do not rise in value. The undersigned does not have any such intention. (ii) The undersigned has the financial ability to bear the economic risk of his investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to his investment in the Company; and (iii) The undersigned has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Shares. If other than an individual, the undersigned also represents it has not been organized for the purpose of acquiring the Shares. (d) The undersigned is an accredited investor because the undersigned falls within at least one of the following categories. (i) Applicable to individuals ONLY. Please answer the following questions concerning your financial condition as an “accredited investor” (within the meaning of Rule 501 of Regulation D). If the undersigned is more than one individual, each individual must initial an answer where the question indicates a “yes” or “no” response and must answer any other question fully, indicating to which individual it applies. If the undersigned is purchasing jointly with his or her spouse, one answer may be indicated for the couple as a whole: (A) Your net worth* (or joint net worth with your spouse) exceeds $1,000,000? Yes No (B) You have an individual income** in excess of $200,000 or joint income together with your spouse in excess of $300,000 in each of the two most recent years (2009 and 2010) and you reasonably expect to reach the same income level in the current year (2011)? Yes No (C) You are an executive officer or director of Emclaire Financial Corp.? Yes No *For purposes hereof “net worth” shall be deemed to include your assets, liquid or illiquid (including such items as property, furnishings, automobile and restricted securities) MINUS any liabilities (including such items as debts and other liabilities), NOT including the value or equity of your primary residence. **For purposes hereof the term “income” is not limited to “adjusted gross income” as that term is defined for federal income tax purposes, but rather includes certain items of income which are deducted in computing “adjusted gross income.” For investors who are salaried employees, the gross salary of such investor, minus any significant expenses personally incurred by such investor in connection with earning the salary, plus any income from any other source including unearned income, is a fair measure of “income” for purposes hereof. For investors who are self-employed, “income” is generally construed to mean total revenues received during the calendar year minus significant expenses incurred in connection with earning such revenues. (ii) Applicable to corporations, partnerships and other entities ONLY: The undersigned is an accredited investor because the undersigned falls within at least one of the following categories (Check all appropriate lines): _______ (A) a bank as defined in Section 3(a)(2) of the Act or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; _______ (B) a broker-dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended; _______ (C) an insurance company as defined in Section 2(13) of the Securities Act; _______ (D) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Act”), or a business development company as defined in Section 2(a)(48) of the Investment Act; _______ (E) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, as amended; _______ (F) a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, where such plan has total assets in excess of $5,000,000; _______ (G) an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended (the “Employee Act”), where the investment decision is made by a plan fiduciary, as defined in Section 3(21) of the Employee Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or an employee benefit plan that has total assets in excess of $5,000,000 or a self-directed plan the investment decisions of which are made solely by persons that are accredited investors; _______ (H) a private business development company, as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended; _______ (I) an organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; _______ (J) a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of the Securities Act; or _______ (K) an entity in which all of the equity owners are accredited investors. (e) The undersigned: (i) Have been furnished with the Private Offering Memorandum and any documents which may have been made available upon request for a reasonable time prior to the date hereof and the undersigned has carefully read the Private Offering Memorandum and understands and have evaluated the risks set forth under “Risk Factors” and the considerations described in the Private Offering Memorandum and have relied solely (except as indicated in subsections (ii) and (iii) below) on the information contained in the Private Offering Memorandum (and the documents incorporated therein); (ii) Have been provided an opportunity for a reasonable time prior to the date hereof to obtain additional information concerning the offering of the Shares, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; (iii) Have been given the opportunity for a reasonable time prior to the date hereof to ask questions of, and receive answers from, the Company or its representatives concerning the terms and conditions of the offering of the Shares and other matters pertaining to this investment, and have been given the opportunity for a reasonable time prior to the date hereof to obtain such additional information necessary to verify the accuracy of the information contained in the Private Offering Memorandum or that which was otherwise provided in order for him to evaluate the merits and risks of purchase of the Shares to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; (iv) Have not been furnished with any material oral representation or oral information in connection with the offering of the Shares which is not contained in the Private Offering Memorandum; and (v) Have determined that the Shares are a suitable investment for the undersigned and that at this time the undersigned could bear a complete loss of such investment. (f) The undersigned is not relying on the Company, or its affiliates with respect to economic considerations involved in this investment. (g) The undersigned represents, warrants and agrees that he will not sell or otherwise transfer the Shares without registration under the Securities Act or an exemption therefrom and fully understands and agrees that he must bear the economic risk of his purchase because, among other reasons, the Shares have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states or an exemption from such registration is available. In particular, the undersigned is aware that the Shares are “restricted securities,” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The undersigned also understands that, except as otherwise provided herein, the Company is under no obligation to register the Shares under the Securities Act, on his behalf or to assist the undersigned him in complying with any exemption from registration under the Securities Act or applicable state securities laws. The undersigned further understands that sales or transfers of the Shares are further restricted by state securities laws and the provisions of any state this Agreement. The undersigned understands that the Company has agreed to file a registration statement with the Securities and Exchange Commission to register the Shares for resale under the Securities Act within 90 days of issuance and to use its best efforts to have the registration statement declared effective promptly after filing. After the registration statement is declared effective, purchasers of common stock in the offering could sell their Shares by delivery of the United States or of any foreign jurisdictionresale prospectus included in such registration statement. (ch) No representations or warranties have been made to the undersigned by the Company, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company contained herein and in the Private Offering Memorandum, and in subscribing for Shares the undersigned is not relying upon any representations other than those contained herein or in the Private Offering Memorandum. (i) Any information which the undersigned has heretofore furnished to the Company with respect to his financial position and business experience is correct and complete as of the date of this Subscription Agreement and if there should be any material change in such information he will immediately furnish such revised or corrected information to the Company. (j) The undersigned understands and agrees that the certificates for the Shares shall bear the following legend until (i) such securities shall have been registered under the Securities Act and effectively been disposed of in accordance with the registration statement; or (ii) in the opinion of counsel for the Company or other counsel reasonably acceptable to the Company, such securities may be sold without registration under the Securities Act as well as any applicable “Blue Sky” or state securities laws: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT BUT ONLY UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL TO EMCLAIRE FINANCIAL CORP. (THE “COMPANY”), OR OTHER COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY APPLICABLE “BLUE SKY” OR SIMILAR SECURITIES LAW.” (k) The undersigned understands that an investment in the Shares is a speculative investment that which involves a high degree of risk and the potential of loss of his entire investment. (dl) The undersigned's ’s overall commitment to investments that which are not readily marketable is not disproportionate to the undersigned's ’s net worth, and an investment in the Shares will not cause such overall commitment to become excessive. (em) The undersigned has received all documents, records, books and other information pertaining consents to the undersignedplacing of legends and stop-transfer orders with the transfer agent of the Company’s investment securities with respect to any of such securities registered in the Company that has been requested name of the undersigned or beneficially owned by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SEC. (fn) The undersigned understands that foregoing representations, warranties and agreements shall survive the price execution and delivery of this Agreement and the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the CompanyClosing. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants to, and agrees with, warrant to the Company and its affiliates EarlyBirdCapital as follows: 7.1 Obligations of the Company and the Investor. The Company has no obligation to me other than as set forth in this Agreement, including but not limited to the obligations described in Section 7.1 of SCHEDULE 1. I have read and agree to the restrictions set forth in Section 5 of SCHEDULE 1. I am aware that, except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription, and any agreements made in connection herewith will survive my death or disability. In order to induce the Company to issue and sell the Securities to me, I represent and warrant that the information relating to me stated herein is true and complete as of the date hereof and will be true and complete as of the date on which my purchase of Securities becomes effective. If, prior to the final consummation of the offer and sale of the Securities, there should be any change in such information or any of such information becomes incorrect or incomplete, I agree to notify the Company and supply the Company promptly with corrective information. 7.2 Information About the Company. (a) The undersigned has I have read the Confidential Private Placement Memorandum dated August 8, 2000 relating to the Offering ("Memorandum") and all exhibits listed therein and fully understand the Memorandum, including the Section entitled "Risk Factors" and its exhibits. I have been given access to full power and authority complete information regarding the Company and have utilized such access to enter into this Agreement, my satisfaction for the execution purpose of verifying the information included in the Memorandum and delivery of this Agreement has been duly authorized, if applicableexhibits thereto, and this Agreement constitutes a valid and legally binding obligation I have either met with or been given reasonable opportunity to meet with officers of the undersignedCompany for the purpose of asking reasonable questions of such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and all such questions have been answered to my full satisfaction. I have also been given an opportunity to obtain any additional relevant information to the extent reasonably available to the Company. I have received all information and materials regarding the Company that I have reasonably requested. After my reading of the materials about the Company, I understand that there is no assurance as to the future performance of the Company. (b) The undersigned understands that I have received no representation or warranty from the Company is under no obligation to register the Shares under the Securities Actor EarlyBirdCapital or any of their respective officers, directors, employees or to assist the undersigned agents in complying with the Securities Act or the securities laws respect of any state of the United States or of any foreign jurisdiction. (c) The undersigned understands that an investment in the Shares is a speculative investment that involves a high degree of risk and the potential loss of his entire investment. (d) The undersigned's overall commitment to investments that are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Shares will not cause such overall commitment to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SEC. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his my investment in the Company. (g) Other than as set forth herein, the undersigned is . I am not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest participating in the Shares. The undersigned has consultedoffer as a result of or subsequent to: (i) any advertisement, to article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or the extent deemed appropriate Internet or (ii) any seminar or meeting whose attendees have been invited by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his any general solicitation or its investment in the Shares is suitable and appropriate for the undersignedgeneral advertising.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants to, and agrees with, warrant to the Company and its affiliates as follows: 7.1 Obligations of the Company and the Investor. The Company has no obligation to me other than as set forth in this Agreement, including but not limited to the obligations described in Section 7.1 of Schedule 1. I have read and agree to the restrictions set forth in Section 7.1 of Schedule 1. I am aware that, except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription, and any agreements made in connection herewith will survive my death or disability. In order to induce the Company to issue and sell the Notes and Warrants to me, I represent and warrant that the information relating to me stated herein is true and complete as of the date hereof and will be true and complete as of the date on which my purchase of Notes and Warrants becomes effective. If, prior to the final consummation of the offer and sale of the Notes and Warrants, there should be any change in such information or any of such information becomes incorrect or incomplete, I agree to notify the Company and supply the Company promptly with corrective information. 7.2 Information About the Company. (a) The undersigned has I have read the Memorandum and all exhibits listed therein and fully understand the Memorandum, including the Section entitled "Risk Factors" and its exhibits. I have been given access to full power and authority complete information regarding the Company and have utilized such access to enter into this Agreement, my satisfaction for the execution purpose of verifying the information included in the Memorandum and delivery of this Agreement has been duly authorized, if applicableexhibits thereto, and this Agreement constitutes a valid and legally binding obligation I have either met with or been given reasonable opportunity to meet with officers of the undersignedCompany for the purpose of asking reasonable questions of such officers concerning the terms and conditions of the offering of the Notes and Warrants and the business and operations of the Company and all such questions have been answered to my full satisfaction. I have also been given an opportunity to obtain any additional relevant information to the extent reasonably available to the Company. I have received all information and materials regarding the Company that I have reasonably requested. After my reading of the materials about the Company, I understand that there is no assurance as to the future performance of the Company. I have not relied on information other than what can be found in the Memorandum in making my decision to invest in the Notes and Warrants. (b) The undersigned understands that I have received no representation or warranty from the Company is under no obligation to register the Shares under the Securities Actor any of its respective officers, directors, employees or to assist the undersigned agents in complying with the Securities Act or the securities laws respect of any state of the United States or of any foreign jurisdiction. (c) The undersigned understands that an investment in the Shares is a speculative investment that involves a high degree of risk and the potential loss of his entire investment. (d) The undersigned's overall commitment to investments that are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Shares will not cause such overall commitment to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SEC. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his my investment in the Company. (g) Other than as set forth herein, the undersigned is . I am not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest participating in the Shares. The undersigned has consultedoffer as a result of or subsequent to: (i) any advertisement, to article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or the extent deemed appropriate Internet or (ii) any seminar or meeting whose attendees have been invited by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his any general solicitation or its investment in the Shares is suitable and appropriate for the undersignedgeneral advertising.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent, and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned a. I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents and the Company’s SEC filings, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents. b. I acknowledge and am aware that there is no assurance as to the future performance of the Company. c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment. d. I am purchasing the Securities for my own account for investment purposes and not with a view to or for sale in connection with the distribution of the Securities,, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a legend denoting the restrictions on the Securities that are issued to me. e. I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company. f. I have been given access to full power and authority to enter into this complete information regarding the RTSL Subscription Agreement, $1.5 Million Updated 2020 10 22 Company and have utilized such access to my satisfaction for the execution and delivery purpose of this Agreement has been duly authorizedobtaining information in addition to, if applicableor verifying information included in, the Offering Documents, and this Agreement constitutes a valid and legally binding obligation I have either met with or been given reasonable opportunity to meet with officers of the undersignedCompany for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. (b) The undersigned understands that g. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company is to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks. h. I have relied solely upon my own investigation in making a decision to invest in the Company. i. I have received no obligation representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to register the Shares Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction. k. I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. l. I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” category. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities. m. I understand that (1) the Securities and the underlying securities have not been registered under the Securities Act, or the securities laws of certain states in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to assist the undersigned fairness of an RTSL Subscription Agreement, $1.5 Million Updated 2020 10 22 investment in complying with the Company and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of the exemptions afforded by the Securities Act and certain state securities laws. n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state state, the Securities may not be sold, assigned, pledged or otherwise disposed of the United States unless they are so registered or of any foreign jurisdictionan exemption from such registration is available. (c) The undersigned understands that o. I have been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Shares is a speculative investment that involves a high degree Company in view of risk my overall financial needs and with respect to the potential loss legal and tax implications of his entire such investment. (d) The undersigned's overall commitment to investments that are not readily marketable p. If the Investor is not disproportionate to the undersigned's net wortha corporation, company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and an investment in the Shares will not cause such overall commitment qualified to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment an Investor in the Company that and the person signing this Subscription Agreement on behalf of such entity has been requested duly authorized by the undersigned. such entity to do so. q. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933information contained in my Investor Questionnaire, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission well as any information which are available I have furnished to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review with respect to my financial position and business experience, is correct and complete as of the Filed Documents as the undersigned has deemed necessarydate of this Subscription Agreement and, including, but not limited if there should be any material change in such information prior to the section Closing of the offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled “RISK FACTORS” to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability. r. The Investor acknowledges that (i) the Offering Documents contains material, non-public information concerning the Company within the meaning of Regulation FD promulgated by the SEC, and (ii) the Investor is obtaining such material, non-public information solely for the purpose of considering whether to purchase the Securities pursuant to a private placement that is exempt from registration under the Securities Act. In accordance with Regulation FD and other applicable provisions of the federal securities laws, the Investor agrees to keep such information confidential and not to disclose it to any other person or entity except the Investor’s legal counsel, other advisors and other representatives who have agreed (i) to keep such information confidential, (ii) to use such information only for the purpose set forth above, and (iii) to comply with applicable securities laws with respect to such information. In addition, the Investor further acknowledges that the Investor and such legal counsel, other advisors and other representatives are prohibited from trading in the Company’s latest S-1/A filed with the SEC. (f) The undersigned understands that the price 's securities while in possession of material, non-public information and agrees to refrain from purchasing or selling securities of the Shares Company until such material, non-public information has been determined arbitrarily publicly disseminated by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledges, agrees with and represents and warrants to, and agrees with, to the Company Subscription Agent and its affiliates affiliates, as follows: (a) The undersigned has full power and authority to enter into this Agreement, the execution and delivery of this Agreement which has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersigned. (b) The undersigned acknowledges his understanding that the offering and sale of the Shares is intended to be exempt from registration under the Securities Act of 1933, as amended (the "SECURITIES ACT"), by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D promulgated thereunder ("REGULATION D"). In furtherance thereof, the undersigned represents and warrants to the Subscription Agent and its affiliates as follows: (i) The undersigned realizes that the basis for the exemption from registration may not be available if, notwithstanding the undersigned's representations contained herein, the undersigned is merely acquiring the Shares for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The undersigned does not have any such intention. (ii) The undersigned has the financial ability to bear the economic risk of his investment, has adequate means for providing for his current needs and contingencies and has no need for liquidity with respect to his investment in the Company; (iii) (insert name of Purchaser Representative: IF NONE, SO STATE) has acted as the undersigned's Purchaser Representative for purposes of the private placement exemption under the Securities Act. If the undersigned has appointed a Purchaser Representative (which term is used herein with the same meaning as given in Rule 501(h) of Regulation D), the undersigned has been advised by his Purchaser Representative as to the merits and risks of an investment in the Company in general, and the suitability of an investment in the Shares for the undersigned in particular; and (iv) The undersigned (together with his Purchaser Representative(s), if any) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Shares. If other than an individual, the undersigned also represents it has not been organized for the purpose of acquiring the Shares. (c) The information in the Accredited Investor Questionnaire completed and executed by the undersigned (the "ACCREDITED INVESTOR QUESTIONNAIRE") is accurate and true in all respects, and the undersigned is an "accredited investor," as that term is defined in Rule 501 of Regulation D. (d) The undersigned (and his Purchaser Representative, if any) has been furnished with (i) the Diomed Corporate Presentation (the "PRESENTATION"), (ii) an Executive Summary describing the business and operations of Diomed (the "EXECUTIVE SUMMARY"), and (iii) the Summary of Terms and Conditions for Private Placement (the "PRIVATE PLACEMENT SUMMARY", together with the Presentation and the Executive Summary, the "INVESTMENT MATERIALS"). (e) The undersigned is not relying on the Subscription Agent or its affiliates with respect to economic considerations involved in this investment. The undersigned has relied on the advice of, or has consulted with only the person(s) (if any) named as Purchaser Representative(s) herein and in the Accredited Investor Questionnaire. Each Purchaser Representative, if any, is capable of evaluating the merits and risks of an investment in the Shares as such are described in the Investment Materials, and each Purchaser Representative, if any, has disclosed to the undersigned in writing (a copy of which is annexed to this Agreement) the specific details of any and all past, present or future relationships, actual or contemplated, between himself and the Subscription Agent or any affiliate or subsidiary thereof. (f) The undersigned represents, warrants and agrees that he will not sell or otherwise transfer the Shares without registration under the Securities Act or an exemption therefrom, and fully understands and agrees that he must bear the economic risk of his purchase because, among other reasons, the Shares have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the undersigned is aware that the Shares and the components of the Shares are "restricted securities," as such term is defined in Rule 144 promulgated under the Securities Act ("RULE 144"), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The undersigned also understands that, except as otherwise provided herein, the Company is under no obligation to register the Shares under the Securities Act, on his behalf or to assist the undersigned him in complying with any exemption from registration under the Securities Act or applicable state securities laws. The undersigned understands that any sales or transfers of the Shares are further restricted by state securities laws and the provisions of any state of the United States or of any foreign jurisdictionthis Agreement. (cg) No representations or warranties have been made to the undersigned by the Company, Diomed or the Subscription Agent, or any of their respective officers, employees, agents, affiliates or subsidiaries, other than any representations of the Subscription Agent contained herein and in the Investment Materials, and in subscribing for Shares the undersigned is not relying upon any representations other than any contained herein or in the Investment Materials. (h) The undersigned understands and acknowledges that an investment in his purchase of the Shares is a speculative investment that involves a high degree of risk and the potential loss of his entire investment. (di) The undersigned's overall commitment to investments that which are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Shares will not cause such overall commitment to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SEC. (fj) The undersigned understands and agrees that the price of certificates for the Shares shall bear, substantially, the following legend until (i) such securities shall have been registered under the Securities Act and effectively disposed of in accordance with a registration statement that has been determined arbitrarily by declared effective or (ii) in the opinion of counsel for the Company and such securities may exceed be sold without registration under the market price of the Shares to be quoted on the over the counter bulletin boardSecurities Act as well as any applicable "Blue Sky" or state securities laws: THE SHARES THIS CERTIFICATE REPRESENTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. The undersigned further understands that there is a substantial risk of further dilution on his investment in the CompanySUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPTOHECATED IN THE ABSENCE OF AN EFFECTIVE REGSITRATION STATEMENT FILED BY THE ISSUER WITH THE SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SHARES UNDER THE ACT OR AN OPINION OF COUSNEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED. (gl) Other than as set forth hereinThe foregoing representations, warranties and agreements shall survive the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersignedClosing.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned has full power and authority to enter into this Agreement, the execution and delivery I am aware that my investment involves a high degree of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersigned.risk; (b) The undersigned understands I acknowledge and am aware that there is no assurance as to the Company is under no obligation to register future performance of the Company; (c) I am purchasing the Shares for my own account for investment and not with a view to or for sale in connection with the distribution of the Shares nor with any present intention of selling or otherwise disposing of all or any part of the Shares. I agree that I must bear the economic risk of my investment for an indefinite period of time because, among other reasons, the shares have not been registered under the Securities Act of 1933 (the “Securities Act, ”) or to assist the undersigned in complying with the Securities Act or under the securities laws of any state states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the United States Securities Act and under applicable securities laws of such states or of any foreign jurisdictionan exemption from such registration is available. I hereby authorize the Company to place a legend denoting the restriction on the certificates to be issued. (d) I further acknowledge my understanding that the Company’s reliance on such exemptions referred to in subsection (c) The undersigned understands above are, in part, based upon the foregoing representations, warranties, and agreements by me and that the statutory basis for such exemptions would not be present, if, notwithstanding such representations, warranties and agreements, I were acquiring the Shares for resale on the occurrence or non-occurrence of some pre-determined event. In order to induce the Company to issue and sell the Shares subscribed for hereby to me, it is agreed that the Company will have no obligation to recognize the ownership, beneficial or otherwise, of such Shares or any part thereof by anyone, except as set forth herein; (e) I have the financial ability to bear the economic risk of my investment in the Company (including its possible total loss), have adequate means for providing for my current needs and personal contingencies and have no need for liquidity with respect to my investment in the Company; (f) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares is a speculative investment that involves a high degree and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of risk and the potential loss of his entire investment. (d) The undersigned's overall commitment to investments that are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Shares will not cause such overall commitment to become excessive.Company; (eg) The undersigned has received all documentsI: _________________ (1) Have carefully read this Subscription Agreement and the Company’s Form 10-K for the Company’s fiscal year ended June 30, records, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933, as amended (the “Exchange Act”)2011, and pursuant thereto has all subsequent filings filed reports and other documents with the Securities and Exchange Commission and press releases contained on the Company’s website and understand and have evaluated the risks of a purchase of the Shares and have relied solely (except as indicated in subsection (2) and (3)) on the information contained in this Subscription Agreement; (2) Have been provided an opportunity to obtain any additional information concerning the Offering, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; and (3) Have been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Offering and other matters pertaining to this investment. In addition, as required by Section 517.061(11)(a)(3), Florida Statutes and by Rule 3E-500.05(a) thereunder, I may have, at the offices of the Company, at any reasonable hour, after reasonable prior notice, access to the materials set forth in the Rule which are available the Company can obtain without unreasonable effort or expense. (h) If the undersigned is a corporation, trust, partnership, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and qualified to become an investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so; (i) No representations or warranties have been made to the undersigned by the Company, or any of their respective officers, employees, agents, affiliates or attorneys; (j) The information contained in Section 2.2 of this Subscription Agreement is true and correct including any information which I have furnished and furnish to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review with respect to my financial position and business experience, is correct and complete as of the Filed Documents as the undersigned has deemed necessarydate of this Subscription Agreement and if there should be any material change in such information prior to acceptance of my subscription, including, but not limited I will furnish such revised or corrected information to the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SEC.; (fk) The undersigned understands I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable state laws including the price three day rights under Florida law, I am not entitled to cancel, terminate or revoke this subscription, and any agreements made in connection herewith shall survive my death or disability; (l) I have not received any general solicitation or advertising regarding the purchase of the Shares has been determined arbitrarily and became aware of this investment through a substantive, pre-existing relationship with the Company; and (m) Where applicable, I agree to be bound by the Company and may exceed the market price any restrictions on resale of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Companyrequired by applicable state laws. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby Investor acknowledges, represents and warrants to, and agrees with, the Company and its affiliates as follows: (a) The undersigned has full power and authority Investor is aware this is a "best efforts" offering subject to enter into this Agreement, the execution and delivery sale of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation at least $1,600,000 of the undersigned. (b) The undersigned understands Securities which must be sold and that the Company is under no obligation to register the Shares under the Securities Act, or to assist the undersigned in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction. (c) The undersigned understands that an Investor's investment in the Shares is a speculative investment that involves a high degree of risk and as described in the potential loss of his entire investment.Confidential Term Sheet dated September 27, 2005 (the "TERM SHEET"); (db) The undersigned's overall commitment to investments Investor is aware that are not readily marketable there is not disproportionate no assurance as to the undersigned's net worth, and an investment in future performance of the Shares will not cause such overall commitment to become excessive.Company; (ec) The undersigned has received all documents, records, books Investor is purchasing the Securities for the Investor's own account for investment and other information pertaining not with a view to or for sale in connection with the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements distribution of the Securities Exchange or the Underlying Shares in violation of the Securities Act of 1933, as amended (the “Exchange Act”"SECURITIES ACT"). The Investor agrees that he, she or it must bear the economic risk of the Investor's investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and pursuant thereto has filed reports and other documents with under applicable securities laws of such states or an exemption from such registration is available; (d) The Investor hereby authorizes the Company to place a legend in substantially the following form denoting the restriction on the Securities and Exchange Commission which are available the Underlying Shares: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (AND/OR THE SECURITIES ISSUABLE UPON CONVERSION, EXCHANGE, OR EXERCISE HEREOF) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY STATE SECURITIES COMMISSION, AND MAY NOT BE TRANSFERRED OR DISPOSED OF BY THE HOLDER IN THE ABSENCE OF A REGISTRATION STATEMENT WHICH IS EFFECTIVE UNDER THE SECURITIES ACT AND APPLICABLE STATE LAWS AND RULES, OR AN EXEMPTION THEREFROM, UNLESS, IMMEDIATELY PRIOR TO THE TIME SET FOR TRANSFER, SUCH TRANSFER MAY BE EFFECTED WITHOUT VIOLATION OF THE SECURITIES ACT AND OTHER APPLICABLE STATE LAWS AND RULES. NOTWITHSTANDING THE FOREGOING, THE SECURITIES (AND/OR THE SECURITIES ISSUABLE UPON CONVERSION, EXCHANGE, OR EXERCISE HEREOF) MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES (AND/OR THE SECURITIES ISSUABLE UPON CONVERSION, EXCHANGE, OR EXERCISE HEREOF)." In addition, the Investor agrees that the Company may place stop transfer orders with its transfer agent with respect to such certificates in order to implement the restrictions on transfer set forth in this Subscription Agreement. The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Securities and the Underlying Shares upon which it is stamped, if, unless otherwise required by applicable securities laws, (i) such Securities and Underlying Shares are registered for resale under the Securities Act, (ii) such holder provides the Company with an opinion of counsel, in form and substance reasonably acceptable to the Company, to the effect that a sale, assignment or transfer of the Securities or Underlying Shares may be made without registration under the Securities Act and the transferee agrees to be bound by the terms and conditions of this Subscription Agreement. Following the date the Registration Statement is declared effective by the SEC or at such earlier time as a legend is no longer required, the Company will no later than five (5) business days following the receipt by the Company's transfer agent of a legended certificate from such holder representing such holder's Securities or Underlying Shares (and an opinion of counsel to the extent required hereby), deliver or cause to be delivered to such holder a certificate representing such Securities or Underlying Shares that is free from all restrictive and other legends. If the Company shall fail to deliver a certificate representing such Securities or Underlying Shares as required, and if such holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such holder of shares of Common Stock that the undersigned anticipated receiving from the Company (a "BUY-IN"), then the Company shall, within five (5) business days after such holder's written request and in such holder's discretion, either (i) pay cash to such holder in an amount equal to such holder's total purchase price (including reasonable brokerage commissions, if any) for review at xxx.xxx.xxx the shares of Common Stock so purchased (the “Filed Documents”"BUY-IN PRICE"). The undersigned has made , at which point the Company's obligation to deliver such review shares of Common Stock shall terminate or (ii) promptly honor its obligation to deliver to the Purchaser a certificate or certificates representing such shares of Common Stock and pay cash to such holder in an amount equal to the excess (if any) of the Filed Documents Buy-In Price over the product of (A) such number of shares of Common Stock multiplied by (B) the Closing Bid Price (as defined in the undersigned Warrants) on the date of delivery of the legended certificate. (e) The Investor has deemed necessarythe financial ability to bear the economic risk of the Investor's investment in the Company (including its possible total loss), including, but not limited has adequate means for providing for the Investor's current needs and personal contingencies and have no need for liquidity with respect to the section entitled “RISK FACTORS” Investor's investment in the Company’s latest S-1/A filed with the SEC.; (f) The undersigned understands that Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the price merits and risks of an investment in the Shares has been determined arbitrarily by Securities and have obtained, in the Investor's judgment, sufficient information from the Company to evaluate the merits and may exceed the market price risks of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his an investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.;

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned has full power I have been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and authority with respect to enter into this Agreement, the execution legal and delivery tax implications of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersignedsuch investment. (b) The undersigned understands I am purchasing the Shares for my own account for investment purposes and not with a view to or for sale in connection with the distribution of the Shares, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Shares have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. Furthermore, I hereby acknowledge and agree that I will not sell, pledge, encumber, give or otherwise voluntarily dispose of, either publicly or privately, the Shares. I hereby authorize the Company to place a legend denoting the restrictions on the Shares that may be issued to me. (c) I fully understand that the Company is under no obligation to register Shares are a speculative investment which involves a high degree of risk of the loss of my entire investment. I fully understand the nature of the risks involved in purchasing the Shares and I am qualified by my knowledge and experience to evaluate investments of this type. I have carefully considered the potential risks relating to the Company and purchase of its securities and have, in particular, reviewed each of the risks set forth in the SEC Documents. Both my advisors and I have had the opportunity to ask questions of and receive answers from representatives of the Company or persons acting on its behalf concerning the Company and the terms and conditions of a proposed investment in the Company and my advisors and I have also had the opportunity to obtain additional information necessary to verify the accuracy of information furnished about the Company. Accordingly, I have independently evaluated the risks of purchasing the Shares. (d) I believe that the investment in the Shares is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company. (e) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks. (f) I have relied solely upon my own investigation in making a decision to invest in the Company. (g) I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and in making my investment in the Shares I have not relied upon any information (written or otherwise) from them relating to this offering other than as set forth in the SEC Documents. (h) I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (i) I am an “accredited investor” as that term is defined in Rule 501 of Regulation D of the Securities Act. One or more of the categories set forth in Exhibit 1 hereto correctly and in all respects describes me, and I have so indicated by signing on the blank line or lines following a category on each such Exhibit which so describes it. (j) I understand that (i) the Shares have not been registered under the Securities Act, or the securities laws of certain states in reliance on specific exemptions from registration, (ii) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to assist the undersigned fairness of an investment in complying with the Company and (iii) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of the exemptions afforded by the Securities Act and certain state securities laws. (k) I understand that since neither the offer nor sale of the Shares has been registered under the Securities Act or the securities laws of any state state, the Shares may not be sold, assigned, pledged or otherwise disposed of the United States unless they are so registered or of any foreign jurisdictionan exemption from such registration is available. (cl) The undersigned understands that If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and qualified to become an investment Investor in the Shares is a speculative investment that involves a high degree of risk Company and the potential loss person signing this Subscription Agreement on behalf of his entire investmentsuch entity has been duly authorized by such entity to do so. (dm) The undersigned's overall commitment I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to investments that are not readily marketable is not disproportionate to the undersigned's net worthcancel, terminate or revoke this subscription and an investment any agreements made in the Shares will not cause such overall commitment to become excessiveconnection herewith shall survive my death or disability. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SEC. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates the Placement Agent as follows: (a) The undersigned has full power I am aware that my investment involves a high degree of risk, and authority to enter into this AgreementI have read and fully understand the PPM, including the section entitled "Risk Factors," the Company's 1996 Annual Report on Form 10-KSB for the fiscal year ended December 31, 1996, the execution and delivery of this Agreement has been duly authorizedCompany's Quarterly Report on Form 10-QSB for the quarter ended June 30, if applicable1997, and this Agreement constitutes a valid the Company's Current Reports on Form 8-K filed on March 21, 1997 and legally binding obligation of the undersignedApril 7, 1997. (b) The undersigned understands I acknowledge and am aware that there is no assurance as to the future performance of the Company. (c) I acknowledge that, notwithstanding the Company's commitment herein, there can be no assurance that the Company will file any Registration Statement for the securities I am purchasing, that such Registration Statement, if filed, will be declared effective or, if declared effective, that the Company will be able to keep it effective until I sell the securities registered thereon. (d) I am purchasing the Units for my own account for investment and not with a view to or for sale in connection with the distribution of the Units, nor with any present intention of selling or otherwise disposing of all or any part of the Units. I understand that there may not be any market for the Units or Warrants included in the Units. I agree that (i) the purchase of the Units is a long-term investment, (ii) I may have to bear the economic risk of investment for an indefinite period of time because neither the Units, nor the Common Stock, nor the Warrants (and the Common Stock underlying the Warrants) have been registered under the Securities Act and, notwithstanding the Company's commitment herein, may not be registered and, cannot be resold, pledged, assigned, or otherwise disposed of unless they are subsequently registered under said Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I understand that the Company is under no obligation to register the Shares Units or Warrants and, except as set forth herein, the Company is under no obligation to register the Securities Act, Common Stock underlying the Units or the Common Stock underlying the Warrants on my behalf or to assist the undersigned me in complying with any exemption from such registration under the Securities Act or the securities laws of any state securities laws. I hereby acknowledge and agree that I will not sell, transfer, give, or otherwise dispose of, either publicly or privately, the Units or any securities underlying the Units during the Holding Period without the prior written agreement of MHM. I hereby authorize the United States or of any foreign jurisdictionCompany to place a legend denoting the restrictions on the Common Stock and the Warrants to be issued. (ce) The undersigned understands I recognize that the Units, as an investment in the Shares is a speculative investment that involves investment, involve a high degree of risk and the potential loss of his entire investment. (d) The undersigned's overall commitment to investments that are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Shares will not cause such overall commitment to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to to, the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SEC. (f) The undersigned understands that the price risk of the Shares has been determined arbitrarily by economic losses from operations of the Company and may exceed the market price total loss of my investment. I believe that the Shares investment in the Units is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his my investment in the Company. (f) I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the PPM and exhibits thereto, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Units and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. (g) Other I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Units and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D promulgated by the Securities and Exchange Commission pursuant to the Securities Act in connection with evaluating such merits and risks. (h) I have relied solely upon my own investigation in making a decision to invest in the Company. (i) I have received no representation or warranty from the Company or the Placement Agent or any of their respective officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth hereinin the PPM. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or the undersigned is not relying upon Internet or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (j) I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other informationmatters pertaining to my investment and all such questions have been answered to my full satisfaction. In addition, representation or warranty as required by Section 517.061(11)(a)(3), Florida Statutes and by Rule 3-500.05(a) thereunder, if I am a Florida resident I may have, at the offices of the Company, at any reasonable hour, after reasonable notice, access to the materials set forth in the Rule which the Company can obtain without unreasonable effort or expense. (k) I have been provided an opportunity to obtain any officer, director, stockholder, agent or representative of additional information concerning the offering and the Company in determining to invest in the Shares. The undersigned has consulted, and all other information to the extent deemed appropriate by the undersignedCompany possesses such information or can acquire it without unreasonable effort or expense. (l) I am an "accredited investor" as defined in Section 2(15) of the Act and in Rule 501 promulgated thereunder. (m) I understand that (i) the Units and the underlying securities have not been registered under the Securities Act, with or the undersigned’s own advisers as securities laws of certain states in reliance on specific exemptions from registration, (ii) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the financial, tax, legal and related matters concerning fairness of an investment in the Shares Company, and (iii) the Company is relying on that basis believes that his or its my representations and agreements for the purpose of determining whether this transaction meets the requirements of the exemptions afforded by the Securities Act and certain state securities laws. (n) I have been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Shares Company in view of my overall financial needs and with respect to the legal and tax implications of such investment. (o) If the Investor is suitable a corporation, company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and appropriate qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so. (p) I hereby acknowledge and am aware that except for the undersignedany rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription, and any agreements made in connection herewith shall survive my death or disability.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned has full power I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and authority to enter into this Agreement, have read carefully the execution Offering Documents and delivery of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersignedCommission Documents. (b) The undersigned understands I acknowledge and am aware that there is no assurance as to the future performance of the Company. (c) I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Units, and the Company is under no obligation has advised me to register seek the Shares advice of experts in such areas prior to making this investment. (d) I am purchasing the Units for my own account for investment purposes and not with a view to or for sale in connection with the distribution of the Units, the Debentures, the Warrants, or the shares of Common Stock or other securities issuable upon conversion of the Debentures and exercise of the Warrants, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Units have not been registered under the Securities Act, or to assist the undersigned in complying with the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Act and under applicable securities laws of certain states or an exemption from such registration is available. Furthermore, I hereby acknowledge and agree that I will not sell, transfer, pledge, encumber, give or otherwise dispose of, either publicly or privately, the Units, the Debentures, or the shares of Common Stock or other securities issuable upon conversion of the United States Debentures and exercise of the Warrants, except in compliance with securities law. I hereby authorize the Company to place a legend denoting the restrictions on the Units that may be issued to me, as well as the Debentures, Warrants, and shares of Common Stock or other securities issuable upon conversion of any foreign jurisdictionthe Debentures and exercise of the Warrants. (ce) The undersigned understands that an investment in I am not a member of the Shares National Association of Securities Dealers, Inc. (“NASD”); I am not and have not, for a period of 12 months prior to the date of this Agreement, been affiliated or associated with any company, firm, or other entity which is a speculative investment member of the NASD; and I do not own any stock or other interest in any member of the NASD (other than interests acquired in open market purchases). (f) I recognize that involves the Units, as an investment, involve a high degree of risk and the potential loss of his entire investment. (d) The undersigned's overall commitment to investments that are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Shares will not cause such overall commitment to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to to, the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SEC. (f) The undersigned understands that the price risk of the Shares has been determined arbitrarily by economic losses from operations of the Company and may exceed the market price total loss of my investment. I believe that the Shares investment in the Units is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his my investment in the Company. (g) Other I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents and related documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Units and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. (h) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Units and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Act in connection with evaluating such merits and risks. (i) I have relied solely upon my own investigation in making a decision to invest in the Company. (j) I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth hereinin the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (k) I have had full opportunity to ask questions and to receive satisfactory answers concerning the undersigned is offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction. (l) I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. (m) I am an “accredited investor” as defined in Section 2(15) of the Act and in Rule 501 promulgated thereunder. I can bear the entire economic risk of the investment in the Units for an indefinite period of time and I am knowledgeable about and experienced in investments in the equity securities of small publicly traded companies, including early stage companies. I am acquiring the Units for my own account for investment purposes only and not relying upon any other informationwith a view to the resale or distribution of such securities within the meaning of the Act, representation as amended. I am not acting as an underwriter or warranty by a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any officerperson with respect to such securities. (n) I understand that (i) the Units and the underlying securities have not been registered under the Act, directoror the securities laws of certain states in reliance on specific exemptions from registration, stockholder, agent (ii) no securities administrator of any state or representative of the Company in determining to invest in the Shares. The undersigned federal government has consulted, recommended or endorsed this Offering or made any finding or determination relating to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning fairness of an investment in the Shares Company and (iii) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of the exemptions afforded by the Act and certain state securities laws. (o) I understand that basis believes (i) since neither the offer nor sale of the Units has been registered under the Act or the securities laws of any state, the Units may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available, and (ii) it is not anticipated that his or its there will be any market for the resale of the Units. (p) I have been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Shares Company in view of my overall financial needs and with respect to the legal and tax implications of such investment. (q) If the Investor is suitable a corporation, company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and appropriate qualified to become an Investor in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so. (r) The information contained herein, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Agreement and, if there should be any material change in such information prior to the Closing of the Offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for the undersignedany rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription, and any agreements made in connection herewith shall survive my death or disability.

Investor Representations and Warranties. The undersigned hereby Investor acknowledges, represents and warrants to, and agrees with, the Company and its affiliates as follows: (a) The undersigned has full power and authority Investor is aware this is a "best efforts" offering subject to enter into this Agreement, the execution and delivery sale of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation at least $4,000,000 of the undersigned. (b) The undersigned understands Securities which must be sold and that the Company is under no obligation to register the Shares under the Securities Act, or to assist the undersigned in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction. (c) The undersigned understands that an Investor's investment in the Shares is a speculative investment that involves a high degree of risk and as described in the potential loss of his entire investment.Confidential Term Sheet dated August 13, 2004 (the "Term Sheet") (db) The undersigned's overall commitment to investments Investor is aware that are not readily marketable there is not disproportionate no assurance as to the undersigned's net worth, and an investment in future performance of the Shares will not cause such overall commitment to become excessive.Company; (ec) The undersigned has received all documents, records, books Investor is purchasing the Securities for the Investor's own account for investment and other information pertaining not with a view to or for sale in connection with the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements distribution of the Securities Exchange or the Underlying Shares in violation of the Securities Act of 1933, as amended (the “Exchange "Securities Act”"). The Investor agrees that he, she or it must bear the economic risk of the Investor's investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and pursuant thereto has filed reports and other documents with under applicable securities laws of such states or an exemption from such registration is available. (d) The Investor hereby authorizes the Company to place the following legend denoting the restriction on the Securities and Exchange Commission which are available the Underlying Shares: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE (AND/OR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE HEREOF) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY STATE SECURITIES COMMISSION, AND MAY NOT BE TRANSFERRED OR DISPOSED OF BY THE HOLDER IN THE ABSENCE OF A REGISTRATION STATEMENT WHICH IS EFFECTIVE UNDER THE SECURITIES ACT AND APPLICABLE STATE LAWS AND RULES, OR, UNLESS, IMMEDIATELY PRIOR TO THE TIME SET FOR TRANSFER, SUCH TRANSFER MAY BE EFFECTED WITHOUT VIOLATION OF THE SECURITIES ACT AND OTHER APPLICABLE STATE LAWS AND RULES. NOTWITHSTANDING THE FOREGOING, THE SECURITIES (AND/OR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE HEREOF) MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES (AND/OR THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE HEREOF)." In addition, the Investor agrees that the Company may place stop transfer orders with its transfer agent with respect to such certificates in order to implement the restrictions on transfer set forth in this Subscription Agreement. The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Securities and the Underlying Shares upon which it is stamped, if, unless otherwise required by state securities laws, (i) such Securities and Underlying Shares are registered for resale under the Securities Act, (ii) such holder provides the Company with an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that a sale, assignment or transfer of the Securities or Underlying Shares may be made without registration under the Securities Act and the transferee agrees to be bound by the terms and conditions of this Subscription Agreement, (iii) such holder provides the Company with reasonable assurances (in the form of seller and broker representation letters) that the Securities or Underlying Shares, as the case may be, can be sold pursuant to Rule 144 or (iv) such holder provides the Company with reasonable assurances that the Securities or Underlying Shares, as the case may be, can be sold pursuant to Rule 144. Following the date the Registration Statement (as defined in the Registration Rights Agreement) is declared effective by the SEC or at such earlier time as a legend is no longer required, the Company will no later than five (5) business days following the receipt by the Company's transfer agent of a legended certificate from such holder representing such holder's Securities or Underlying Shares (and an opinion of counsel to the extent required hereby), deliver or cause to be delivered to such holder a certificate representing such Securities or Underlying Shares that is free from all restrictive and other legends. If the Company shall fail to deliver a certificate representing such Securities or Underlying Shares as required, and if such holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such holder of shares of Common Stock that the undersigned anticipated receiving from the Company (a "Buy-In"), then the Company shall, within five (5) business days after such holder's written request and in such holder's discretion, either (i) pay cash to such holder in an amount equal to such holder's total purchase price (including reasonable brokerage commissions, if any) for review at xxx.xxx.xxx the shares of Common Stock so purchased (the “Filed Documents”"Buy-In Price"). The undersigned has made , at which point the Company's obligation to deliver such review shares of Common Stock shall terminate or (ii) promptly honor its obligation to deliver to the Purchaser a certificate or certificates representing such shares of Common Stock and pay cash to such holder in an amount equal to the excess (if any) of the Filed Documents Buy-In Price over the product of (A) such number of shares of Common Stock multiplied by (B) the Closing Bid Price (as defined in the undersigned Warrants) on the date of delivery of the legended certificate. (e) The Investor has deemed necessarythe financial ability to bear the economic risk of the Investor's investment in the Company (including its possible total loss), including, but not limited has adequate means for providing for the Investor's current needs and personal contingencies and have no need for liquidity with respect to the section entitled “RISK FACTORS” Investor's investment in the Company’s latest S-1/A filed with the SEC.; (f) The undersigned understands that Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the price merits and risks of an investment in the Shares has been determined arbitrarily by Securities and have obtained, in the Investor's judgment, sufficient information from the Company to evaluate the merits and may exceed the market price risks of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his an investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.;

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates the Placement Agent as follows: (a) The undersigned has full power and authority to enter into this Agreement, the execution and delivery of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersigned. (b) The undersigned understands I am aware that the Company is under no obligation to register the Shares under the Securities Act, or to assist the undersigned in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction. (c) The undersigned understands that an investment in the Shares Common Stock is a speculative investment that involves a high degree of risk and the potential of loss of his my entire investment. I have read and fully understand the Term Sheet, including the section entitled "Risk Factors". I acknowledge and fully understand the nature of the risks involved in purchasing the Common Stock. (b) I acknowledge and am aware that despite its organization in 1968 the Company is essentially in the startup stage, has not yet derived sufficient revenues from its current business operations to maintain operations and has incurred losses since the commencement of its current business operations in May 1999. I acknowledge that there is no assurance as to the future performance of the Company. (c) I acknowledge that, notwithstanding the Company's commitment herein, there can be no assurance that the Company will file any registration statement for the securities I am purchasing, that such registration statement, if filed, will be declared effective or, if declared effective, that the Company will be able to keep it effective until I sell the securities registered thereon. (d) The undersigned's overall commitment I am purchasing the Common Stock for my own account for investment and not with a view to investments or for sale in connection with the distribution of the Common Stock, nor with any present intention of selling or otherwise disposing of all or any part of the Common Stock. I understand that are there is no market at present and there may not readily marketable is not disproportionate to the undersigned's net worth, and an investment be any market in the Shares will future for the Common Stock. I agree that (i) the purchase of the Common Stock is a long-term investment, (ii) I may have to bear the economic risk of investment for an indefinite period of time because the Common Stock has not cause been registered under the Securities Act and, notwithstanding the Company's commitment herein, may not be registered and, cannot be resold, pledged, assigned, or otherwise disposed of unless it is subsequently registered under said Securities Act and under applicable securities laws of certain states or an exemption from such overall commitment registration is available. I understand that, except as set forth herein, the Company is under no obligation to become excessiveregister the Common Stock or to assist me in complying with any exemption from such registration under the Securities Act or any state securities laws. I hereby authorize the Company to place a legend denoting the restrictions on the shares of Common Stock to be issued. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised I recognize that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933Common Stock, as amended (the “Exchange Act”)an investment, and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review involves a high degree of the Filed Documents as the undersigned has deemed necessary, risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I am qualified by my knowledge and experience to evaluate investments of this type. I believe that the section entitled “RISK FACTORS” investment in the Common Stock is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company’s latest S-1/A filed with . The investment in the SECCompany does not constitute my complete portfolio. (f) The undersigned understands that the price of the Shares has I have been determined arbitrarily by given access to full and complete information regarding the Company and may exceed have utilized such access to my satisfaction for the market price purpose of obtaining information in addition to, or verifying information included in, the Term Sheet and exhibits thereto, and I have either met with or been given reasonable opportunity to meet with officers of the Shares Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Common Stock and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. (g) I have such knowledge and experience in financial and business matters as to be quoted on capable of evaluating the over merits and risks of an investment in the counter bulletin boardCommon Stock and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. The undersigned further understands that there is I have not utilized any person as my purchaser representative as defined in Regulation D in connection with evaluating such merits and risks. (h) I have relied solely upon my own investigation in making a substantial risk of further dilution on his investment decision tp invest in the Company. (gi) Other I have received no representation or warranty from the Company or the Placement Agent or any of their respective officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth hereinin the Term Sheet. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or the undersigned is not relying upon Internet or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (j) I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other informationmatters pertaining to my investment and all such questions have been answered to my full satisfaction. In addition, representation or warranty as required by Section 517.061(11)(a)(3), Florida Statutes and by Rule 3-500.05(a) thereunder, if I am a Florida resident I may have, at the offices of the Company, at any reasonable hour, after reasonable notice, access to the materials set forth in the Rule that the Company can obtain without unreasonable effort or expense. (k) I have been provided an opportunity to obtain any officer, director, stockholder, agent or representative of additional information concerning the offering and the Company in determining to invest in the Shares. The undersigned has consulted, and all other information to the extent deemed appropriate by the undersignedCompany possesses such information or can acquire it without unreasonable effort or expense. (l) I am an "accredited investor" as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder. (m) I understand that (i) the Common Stock has not been registered under the Securities Act or the securities laws of certain states in reliance on specific exemptions from registration, with (ii) no securities administrator of any state or the undersigned’s own advisers as federal government has recommended or endorsed this offering or made any finding or determination relating to the financial, tax, legal and related matters concerning fairness of an investment in the Shares Company, and (iii) the Company is relying on that basis believes that his or its my representations and agreements for the purpose of determining whether this transaction meets the requirements of the exemptions afforded by the Securities Act and certain state securities laws. (n) I have been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Shares Company in view of my overall financial needs and with respect to the legal and tax implications of such investment. (o) If the Investor is suitable a corporation, company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and appropriate qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so. (p) I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription, and any agreements made in connection herewith shall survive my death or disability. (q) My responses to the undersignedquestions in my Purchaser Questionnaire and my NASD Questionnaire delivered herewith to the Company are true and correct.

Investor Representations and Warranties. The undersigned hereby acknowledges, represents and warrants to, and agrees with, the Company and its affiliates as follows: (a) The undersigned is acquiring the Debenture(s) for his own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part. Further, the undersigned does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Debenture(s), or the Common Stock into which same may convert, for which the undersigned is subscribing. (b) The undersigned has full power and authority to enter into this Agreement, the execution and delivery of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersigned. (b) The undersigned understands that the Company is under no obligation to register the Shares under the Securities Act, or to assist the undersigned in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction. . (c) The undersigned understands that an investment in the Shares is a speculative investment that involves a high degree of risk and the potential loss of acknowledges his entire investment. (d) The undersigned's overall commitment to investments that are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Shares will not cause such overall commitment to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised understanding that the Company is subject to the reporting requirements offering and sale of the Debentures is intended to be exempt from registration under the Securities Exchange Act of 1933, as amended (the “Exchange "Securities Act”") by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D promulgated thereunder ("Regulation D"). In furtherance thereof, the undersigned represents and pursuant thereto has filed reports warrants to and other documents agrees with the Securities Company and Exchange Commission which are available to its affiliates as follows: (i) The undersigned realizes that the Company basis for review at xxx.xxx.xxx (the “Filed Documents”)exemption may not be present if, notwithstanding such representations, the undersigned has in mind merely acquiring the Debenture(s) for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The undersigned has made does not have any such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SEC. intention; (fii) The undersigned understands that has the price of financial ability to bear the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial economic risk of further dilution on his investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to his investment in the Company. ; (giii) Other than ___________________________________ (insert name of Purchaser Representative: if none, so state) has acted as set forth hereinthe undersigned's Purchaser Representative for purposes of the private placement exemption under the Securities Act. If the undersigned has appointed a Purchaser Representative (which term is used herein with the same meaning as given in Rule 501(h) of Regulation D), the undersigned is not relying upon any other information, representation or warranty has been advised by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers his Purchaser Representative as to the financial, tax, legal merits and related matters concerning risks of an investment in the Shares Company in general and on that basis believes that his or its the suitability of an investment in the Shares is suitable and appropriate Debenture(s) for the undersignedundersigned in particular; and (iv) The undersigned (together with his Purchaser Representative(s), if any) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Debenture(s). If other than an individual, the undersigned also represents it has not been organized for the purpose of acquiring the Debenture(s).

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned a. I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents. b. I acknowledge and am aware that there is no assurance as to the future performance of the Company. c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has full power advised me to seek the advice of experts in such areas prior to making this investment. d. I am purchasing the Securities for my own account for investment purposes only and authority not with a view to enter into this Agreementor for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the execution Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and delivery under applicable securities laws of this Agreement has been duly authorizedcertain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me. e. I recognize that the Securities, if applicableas an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and this Agreement constitutes a valid I have adequate means for providing for my current financial needs and legally binding obligation contingencies and have no need for liquidity with respect to my investment in the Company. f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the undersignedCompany for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. (b) The undersigned understands that g. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company is to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks. h. I have relied solely upon my own investigation in making a decision to invest in the Company. i. I have received no obligation representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to register the Shares Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction. k. I have been provided an opportunity to obtain additional information concerning the Offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. l. I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities. m. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to assist the undersigned fairness of an investment in complying with the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws. n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state state, the Securities may not be sold, assigned, pledged or otherwise disposed of the United States unless they are so registered or of any foreign jurisdictionan exemption from such registration is available. (c) The undersigned understands that o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Shares is a speculative investment that involves a high degree Company in view of risk my overall financial needs and with respect to the potential loss legal and tax implications of his entire such investment. (d) The undersigned's overall commitment to investments that are not readily marketable p. If the Investor is not disproportionate to the undersigned's net wortha corporation, company, trust, employee benefit plan, individual retirement account, Kxxxx Plan, or other tax-exempt entity, it is authorized and an investment in the Shares will not cause such overall commitment qualified to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment an Investor in the Company that and the person signing this Subscription Agreement on behalf of such entity has been requested duly authorized by the undersigned. such entity to do so. q. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933information contained in my Investor Questionnaire, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission well as any information which are available I have furnished to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review with respect to my financial position and business experience, is correct and complete as of the Filed Documents as the undersigned has deemed necessarydate of this Subscription Agreement and, including, but not limited if there should be any material change in such information prior to the section entitled “RISK FACTORS” in Closing of the offering, I will furnish such revised or corrected information to the Company’s latest S-1/A filed with the SEC. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: a. I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have carefully read the Offering Documents, and I understand that by signing this Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents. b. I acknowledge and am aware that there is no assurance as to the future performance of the Company. c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment. d. I am purchasing the Securities for my own account (aand not for the account of others) The undersigned has full power or as fiduciary for others for investment purposes only and authority not with a view to enter into this Agreementor for sale in connection with the public distribution or resale of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing Securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the execution Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and delivery under applicable securities laws of this Agreement has certain states or an exemption from such registration is available. I hereby authorize the Company to place a legend on any certificate or book statement issued to me stating that the Securities have not been duly authorizedregistered under the Securities Act and are subject to restrictions on transfer. e. I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company. f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company (and all such questions, if applicableany, have been answered to my full satisfaction) and this Agreement constitutes to obtain any additional information, to the extent reasonably available. g. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks. h. I have relied solely upon my own investigation in deciding to invest in the Company. i. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a valid result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or the Internet, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. j. I have had full opportunity to ask questions and legally binding obligation to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction. k. I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. l. I am an “accredited investor” as defined in Section 2(15) of the undersignedSecurities Act and in Rule 501 promulgated thereunder and have attached the completed Investor Representation and Suitability Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities. m. I understand that (b1) The undersigned understands that the Company is under no obligation to register the Shares Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to assist the undersigned fairness of an investment in complying with the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws. n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state state, the Securities may not be sold, assigned, pledged or otherwise disposed of the United States unless they are so registered or of any foreign jurisdictionan exemption from such registration is available. (c) The undersigned understands that o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Shares is a speculative investment that involves a high degree Company in view of risk my overall financial needs and with respect to the potential loss legal and tax implications of his entire such investment. (d) The undersigned's overall commitment to investments that are not readily marketable p. If the Investor is not disproportionate to the undersigned's net wortha corporation, company, trust, employee benefit plan, individual retirement account, Kxxxx Plan, or other tax-exempt entity, it is authorized and an investment in the Shares will not cause such overall commitment qualified to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment an Investor in the Company that and the person signing this Agreement on behalf of such entity has been requested duly authorized by the undersigned. such entity to do so. q. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933information contained in my Investor Questionnaire, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission well as any information which are available I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability. r. No person has made such review to the Investor any written or oral representations: (x) that any person will resell or repurchase any of the Filed Documents Securities; (y) that any person will refund the purchase price of any of the Securities, or (z) as the undersigned has deemed necessary, including, but not limited to the section entitled “RISK FACTORS” in future price or value of any of the Company’s latest S-1/A filed with the SECSecurities. (f) s. The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there Investor is a substantial risk bona fide resident or operates its principal place of further dilution on his investment in the Company. (g) Other than business as set forth hereinin this Subscription Agreement and the Investor Representation and Suitability Questionnaire, which Subscription Agreement and Investor Representation and Suitability Questionnaire the undersigned is not relying upon any other information, representation or warranty by Investor has completed completely and honestly. t. The Securities will be restricted securities and a legend will be placed on the Company or any officer, director, stockholder, agent or representative of Securities in substantially the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.following form:

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned has full power and authority to enter into this Agreement, the execution and delivery I am aware that my investment involves a high degree of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersigned.risk; (b) The undersigned understands I acknowledge and am aware that there is no assurance as to the Company is under no obligation future performance of the Company; (c) I am purchasing the Units for my own account for investment and not with a view to register or for sale in connection with the Shares distribution of the Units nor with any present intention of selling or otherwise disposing of all or any part of the Units. I agree that I must bear the economic risk of my investment for an indefinite period of time because, among other reasons, the shares have not been registered under the Securities Act of 1933 (the “Securities Act, ”) or to assist the undersigned in complying with the Securities Act or under the securities laws of any state states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the United States Securities Act and under applicable securities laws of such states or of any foreign jurisdiction. (c) The undersigned understands an exemption from such registration is available. I hereby authorize the Company to place a legend denoting the restriction on the certificates to be issued. I acknowledge that an investment in no public market may develop for the Shares is a speculative investment that involves a high degree of risk and the potential loss of his entire investmentWarrants. (d) The undersigned's overall commitment I further acknowledge my understanding that the Company’s reliance on such exemptions referred to investments that are not readily marketable is not disproportionate to in subsection (c) above are, in part, based upon the undersigned's net worthforegoing representations, warranties, and agreements by me and that the statutory basis for such exemptions would not be present, if, notwithstanding such representations, warranties and agreements, I were acquiring the Units for resale on the occurrence or non-occurrence of some pre-determined event. In order to induce the Company to issue and sell the Units subscribed for hereby to me, it is agreed that the Company will have no obligation to recognize the ownership, beneficial or otherwise, of such Units or any part thereof by anyone, except as set forth herein; (e) I have the financial ability to bear the economic risk of my investment in the Company (including its possible total loss), have adequate means for providing for my current needs and personal contingencies and have no need for liquidity with respect to my investment in the Company; (f) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares will not cause such overall commitment Units and have obtained, in my judgment, sufficient information from the Company to become excessive. (e) The undersigned has received all documents, records, books evaluate the merits and other information pertaining to the undersigned’s risks of an investment in the Company that has been requested by Company; (g) I: _________________ (1) Have carefully read this Subscription Agreement and the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933Company’s Prospectus dated November 29, as amended (the “Exchange Act”)2010, and pursuant thereto has all subsequent filings filed reports and other documents with the Securities and Exchange Commission and press releases contained on the Company’s website and understand and have evaluated the risks of a purchase of the Units and have relied solely (except as indicated in subsection (2) and (3)) on the information contained in this Subscription Agreement; (2) Have been provided an opportunity to obtain any additional information concerning the Offering, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; and (3) Have been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Offering and other matters pertaining to this investment. In addition, as required by Section 517.061(11)(a)(3), Florida Statutes and by Rule 3E-500.05(a) thereunder, I may have, at the offices of the Company, at any reasonable hour, after reasonable prior notice, access to the materials set forth in the Rule which are available the Company can obtain without unreasonable effort or expense. (h) If the undersigned is a corporation, trust, partnership, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and qualified to become an investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so; (i) No representations or warranties have been made to the undersigned by the Company, or any of their respective officers, employees, agents, affiliates or attorneys; (j) The information contained in Section 2.2 of this Subscription Agreement is true and correct including any information which I have furnished and furnish to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review with respect to my financial position and business experience, is correct and complete as of the Filed Documents as the undersigned has deemed necessarydate of this Subscription Agreement and if there should be any material change in such information prior to acceptance of my subscription, including, but not limited I will furnish such revised or corrected information to the section Company; (k) I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable state laws including the three day rights under Florida law, I am not entitled “RISK FACTORS” to cancel, terminate or revoke this subscription, and any agreements made in connection herewith shall survive my death or disability; (l) I have not received any general solicitation or advertising regarding the purchase of the Units and became aware of this investment through a substantive, pre-existing relationship with the Company’s latest S-1/A filed with the SEC.; and (fm) The undersigned understands that the price Where applicable, I agree to be bound by any restrictions on resale of the Shares has been determined arbitrarily Units required by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Companyapplicable state laws. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned a. I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have carefully read the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents. b. I acknowledge and am aware that there is no assurance as to the future performance of the Company. c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Common Shares, and the Company has full power advised me to seek the advice of experts in such areas prior to making this investment. d. I am purchasing the Common Shares for my own account for investment purposes only and authority not with a view to enter into this Agreementor for sale in connection with the distribution of the Common Shares, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the execution Common Shares have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and delivery under applicable securities laws of this Agreement has been duly authorizedcertain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Common Shares that are issued to me. e. I recognize that the Common Shares, if applicableas an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Common Shares is suitable for me based upon my investment objectives and financial needs, and this Agreement constitutes a valid I have adequate means for providing for my current financial needs and legally binding obligation contingencies and have no need for liquidity with respect to my investment in the Company. f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the undersignedCompany for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Common Shares and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. (b) The undersigned understands that g. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Common Shares and have obtained, in my judgment, sufficient information from the Company is to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks. h. I have relied solely upon my own investigation in deciding to invest in the Company. i. I have received no obligation representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to register the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the Offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction. k. I have been provided an opportunity to obtain any additional information concerning the Offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. l. I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Common Shares for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities. m. I understand that (1) the Common Shares have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this Offering or made any finding or determination relating to assist the undersigned fairness of an investment in complying with the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws. n. I understand that since neither the offer nor sale of the Common Shares has been registered under the Securities Act or the securities laws of any state state, the Common Shares may not be sold, assigned, pledged or otherwise disposed of the United States unless they are so registered or of any foreign jurisdictionan exemption from such registration is available. (c) The undersigned understands that o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Shares is a speculative investment that involves a high degree Company in view of risk my overall financial needs and with respect to the potential loss legal and tax implications of his entire such investment. (d) The undersigned's overall commitment to investments that are not readily marketable p. If the Investor is not disproportionate to the undersigned's net wortha corporation, company, trust, employee benefit plan, individual retirement account, Kxxxx Plan, or other tax-exempt entity, it is authorized and an investment in the Shares will not cause such overall commitment qualified to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment an Investor in the Company that and the person signing this Subscription Agreement on behalf of such entity has been requested duly authorized by the undersigned. such entity to do so. q. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933information contained in my Investor Representation and Suitability Questionnaire, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission well as any information which are available I have furnished to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review with respect to my financial position and business experience, is correct and complete as of the Filed Documents as the undersigned has deemed necessarydate of this Subscription Agreement and, including, but not limited if there should be any material change in such information prior to the section entitled “RISK FACTORS” in Closing of the Offering, I will furnish such revised or corrected information to the Company’s latest S-1/A filed with the SEC. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned I am aware that my investment involves a high degree of risk as disclosed in the Memorandum and have read carefully the Memorandum, including the section thereof entitled "Risk Factors". I am aware that the Company has full power limited sales and authority to enter into this Agreement, the execution and delivery of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersignedsubstantial losses. (b) The undersigned understands I acknowledge and am aware that there is no assurance as to the future performance of the Company. (c) I acknowledge that the Company has made no representations as to any tax consequences to me in connection with my purchase of Units, and the Company has advised me to seek the advise of experts in such areas prior to making this investment. (d) I am purchasing the Units for my own account for investment and not with a view to or for sale in connection with the distribution of the Units or the shares of Common Stock comprising the Units, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Units have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I understand that the Company is under no obligation to register the Shares under the Securities Act, Units on my behalf or to assist the undersigned me in complying with any exemption from such registration under the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction. (c) The undersigned understands securities laws. Furthermore, I hereby acknowledge and agree that an investment in the Shares is a speculative investment that involves a high degree of risk and the potential loss of his entire investment. (d) The undersigned's overall commitment to investments that are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Shares I will not cause such overall commitment sell, transfer, pledge, encumber, give or otherwise dispose of, either publicly or privately, the Units. I hereby authorize the Company to become excessiveplace a legend denoting the restrictions on the Common Stock certificates that may be issued. (e) The undersigned has received all documentsExcept as described in my Investor Questionnaire, recordsI am not a member of the National Association of Securities Dealers, books Inc. ("NASD"); I am not and other information pertaining have not, for a period of 12 months prior to the undersigned’s date of this Subscription Agreement, been affiliated or associated with any company, firm, or other entity which is a member of the NASD; and I do not own any stock or other interest in any member of the NASD (other than interests acquired in open market purchases). (f) I believe that the investment in the Units is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company. My investment in the Units represents less than 10% of my net worth. (g) I have not utilized any person as my purchaser representative as defined in Regulation D promulgated by the Commission pursuant to the Securities Act in connection with evaluating such merits and risks. (h) I have relied solely upon my own investigation in making a decision to invest in the Company. I have received no representation or warranty from the Company or any of its respective officers, directors, employees or agents in respect of my investment in the Company that has been requested by the undersigned. The undersigned has been advised that and I have received no information (written or otherwise) from them relating to the Company is subject to or its business other than as set forth in the reporting requirements of the Securities Exchange Act of 1933, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents Memorandum or in any public filings with the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”"SEC"). The undersigned has made such review of the Filed Documents as the undersigned has deemed necessary, including, but I am not limited to the section entitled “RISK FACTORS” participating in the Company’s latest S-1/A filed with the SEC. offer as a result of or subsequent to: (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.i)

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned has full power and authority to enter into this Agreement, the execution and delivery I am aware that my investment involves a high degree of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersigned.risk; (b) The undersigned understands I acknowledge and am aware that there is no assurance as to the Company is under no obligation future performance of the Company; (c) I am purchasing the Units for my own account for investment and not with a view to register or for sale in connection with the Shares distribution of the Units with any present intention of selling or otherwise disposing of all or any part of the Units. I agree that I must bear the economic risk of my investment for an indefinite period of time because, among other reasons, the Units have not been registered under the Securities Act of 1933 (the "Securities Act, ") or to assist the undersigned in complying with the Securities Act or under the securities laws of any state states and, therefore, the Units including the Common Stock cannot be resold, pledged, assigned or otherwise disposed of unless it is subsequently registered under the United States Securities Act and under applicable securities laws of such states or of any foreign jurisdiction. (c) The undersigned understands an exemption from such registration is available. I hereby authorize the Company to place a legend denoting the restriction on the securities comprising the Units. I acknowledge that an investment in no public market will ever develop for the Shares is a speculative investment that involves a high degree of risk and Units or the potential loss of his entire investmentWarrants[ ROB YOU HAVE A MENTAL BLOCK WITH THE WORD DEBENTURES], although one exists for the Common Stock. (d) The undersignedI further acknowledge my understanding that the Company's overall commitment reliance on such exemptions referred to investments that are not readily marketable is not disproportionate to in subsection (c) above are, in part, based upon the undersigned's net worthforegoing representations, warranties, and agreements by me and that the statutory basis for such exemptions would not be present, if notwithstanding such representations, warranties and agreements, I were acquiring the Units for resale on the occurrence or non-occurrence of some pre-determined event. In order to induce the Company to issue and sell the Units subscribed for hereby to me, it is agreed that the Company will have no obligation to recognize the ownership, beneficial or otherwise, of such Units or any part thereof by anyone, except as set forth herein; (e) I have the financial ability to bear the economic risk of my investment in the Company (including its possible total loss), have adequate means for providing for my current needs and personal contingencies and have no need for liquidity with respect to my investment in the Company; (f) I, alone or together with my Purchaser Representative have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares will not cause such overall commitment to become excessive. (e) The undersigned has received all documentsUnits and have obtained, recordsin my judgment, books and other sufficient information pertaining to the undersigned’s investment in from the Company that has been requested by to evaluate the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements merits and risks of the Securities Exchange Act of 1933, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SEC. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his an investment in the Company.; (g) Other than I: (1) Have carefully read this Subscription Agreement, the Risk Factors prepared by Ecosphere t and the Term Sheet Supplement understand and have evaluated the risks of a purchase of the Units and have relied solely (except as indicated in subsection (2), (3) and (4) below) on the information contained in this Subscription Agreement; (2) I acknowledge the receipt (without exhibits) of the Company's annual report on Form 10-KSB with respect to the year ended December 31, 2005, the proxy statement, the quarterly reports on Form 10-QSB for the quarters ended March 31 and June 30, 2006, the earnings release dated November 20, 2006 and the current reports on Form 8-K filed in 2006 (as well as any other reports) filed prior to the time the I submit my subscription. (3) Have been provided an opportunity to obtain any additional information concerning the offering, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; and (4) Have been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and other matters pertaining to this investment. In addition, as required by Section 517.061(11)(a)(3), Florida Statutes and by Rule 3E-500.05(a) thereunder, I may have, at the offices of the Company, at any reasonable hour, after reasonable prior notice, access to the materials set forth hereinin the Rule which the Company can obtain without unreasonable effort or expense. [ROB, YOU NEED TO THINK WHEN YOU READ THESE DOCUMENTS. THE OPINION ONLY IS NEEDED FOR UNACCREDITED INVESTORS] (h) In making my decision to purchase the Units herein subscribed for, I have relied solely upon independent investigations made by me; (i) If the undersigned is not relying upon any a corporation, trust, partnership, employee benefit plan, individual retirement account, Keogh Plan, or other informationtax-exempt entity, representation it is authorized and qualifixx xx become an investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so; (j) No representations or warranty warranties have been made to the undersigned by the Company Company, or any officerof their respective officers, directoremployees, stockholderagents, agent affiliates or representative attorneys; (k) The information contained in Section 2.2 of this Subscription Agreement is true and correct including any information which I have furnished and furnish to the Company with respect to my financial position and business experience, is correct and complete as of the Company date of this Subscription Agreement and if there should be any material change in determining such information prior to invest in the Shares. The undersigned has consultedacceptance of my subscription, I will furnish such revised or corrected information to the extent deemed appropriate by Company; (l) I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable state laws including the undersignedtwo day rescission rights provided under Pennsylvania law and the three day rights under Florida law, with the undersigned’s own advisers as I am not entitled to the financialcancel, taxterminate or revoke this subscription, legal and related matters concerning an investment any agreements made in the Shares and on that basis believes that his connection herewith shall survive my death or its investment in the Shares is suitable and appropriate disability; (m) I am not subscribing for the undersignedUnits as a result of or subsequent to any advertisement, articles, notice or other communication published in any newspaper, television or radio or presented at any seminar or meeting, or any solicitation of a subscription by a person not previously known to me in connection with investments in securities generally; and (o) Where applicable, I agree to be bound by any restrictions on resale of the Units including the Common Stock required by applicable state laws.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned a. I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have carefully read the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents. b. I acknowledge and am aware that there is no assurance as to the future performance of the Company. c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has full power advised me to seek the advice of experts in such areas prior to making this investment. d. I am purchasing the Securities for my own account for investment purposes only and authority not with a view to enter into this Agreementor for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the execution Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and delivery under applicable securities laws of this Agreement has been duly authorizedcertain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me. e. I recognize that the Securities, if applicableas an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and this Agreement constitutes a valid I have adequate means for providing for my current financial needs and legally binding obligation contingencies and have no need for liquidity with respect to my investment in the Company. f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the undersignedCompany for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. (b) The undersigned understands that g. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company is to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks. h. I have relied solely upon my own investigation in deciding to invest in the Company. i. I have received no obligation representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to register the Shares Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to (but not limited to): (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or on the Internet or broadcast over television, radio or the Internet or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction. k. I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. l. I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities. m. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to assist the undersigned fairness of an investment in complying with the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws. n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state state, the Securities may not be sold, assigned, pledged or otherwise disposed of the United States unless they are so registered or of any foreign jurisdictionan exemption from such registration is available. (c) The undersigned understands that o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Shares is a speculative investment that involves a high degree Company in view of risk my overall financial needs and with respect to the potential loss legal and tax implications of his entire such investment. (d) The undersigned's overall commitment to investments that are not readily marketable p. If the Investor is not disproportionate to the undersigned's net wortha corporation, company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and an investment in the Shares will not cause such overall commitment qualified to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment an Investor in the Company that and the person signing this Subscription Agreement on behalf of such entity has been requested duly authorized by such entity to do so. q. To the undersigned. The extent the undersigned has been advised that the Company Subscriber is subject to the reporting requirements not a “U.S. Person,” as such term is defined in Rule 902(k) of the Securities Exchange Act of 1933Regulation S, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to initialed the section entitled “RISK FACTORS” in following representation (please initial below if applicable) and made the Company’s latest S-1/A filed with the SEC. (f) following representations below: _____ The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned Subscriber is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative a “U.S. Person,” as such term is defined in Rule 902(k) of the Company Regulation S.2 2 Regulation S provides in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers part as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.follows:

Investor Representations and Warranties. The undersigned hereby acknowledgesWe acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned has full power and authority to enter into this Agreement, the execution and delivery We are aware that our investment involves a high degree of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersigned.risk; (b) The undersigned understands We acknowledge and are aware that there is no assurance as to the future performance of Company; (c) We acknowledge that there may be certain adverse tax consequences to us in connection with our purchase of Shares, and Company has advised us to seek the advice of experts in such areas prior to making this investment; (d) We are purchasing the Shares for our own account for investment and not with a view to or for sale in connection with the distribution of the Shares, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities, other than pursuant to an effective Registration Statement as otherwise contemplated herein to be filed by Company with the SEC. We agree that we must bear the entire economic risk of our investment for an indefinite period of time because, among other reasons, the Shares have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. Furthermore, we hereby acknowledge and agree that we will not sell, transfer, pledge, encumber, give or otherwise dispose of, either publicly or privately, the Shares until the Registration Statement is declared effective. We thereby authorize Company to place a legend denoting the restrictions on the share certificates that may be issued; (e) We are not a member of the National Association of Securities Dealers, Inc. ("NASD"); we are not and have not, for a period of twelve (12) months prior to the date of this Subscription Agreement, been affiliated or associated with any company, firm, or other entity which is a member of the NASD; and we do not own any stock or other interest in any member of the NASD (other than interests acquired in open market purchases); (f) We recognize that ownership of the Shares, as an investment, involves a high degree of risk including, but not limited to, the risk of economic losses from operations of Company and the total loss of our investment. We acknowledge that no market for the Shares exists and none may develop in the future and that we may find it impossible to liquidate our investment at any time where it may be desirable to do so, or at any time. We believe that the Company is under no obligation to register investment in the Shares is suitable for us based upon our investment objectives and financial needs, and we have adequate means for providing for our current financial needs and contingencies and have no need for liquidity with respect to our investment in Company; (g) We have been given access to such information regarding Company, as we have requested, and have utilized such access to our satisfaction for the purpose of obtaining information. We have either met with or been given reasonable opportunity to meet with officers of Company for the purpose of asking questions of and receiving answers from, such officers concerning the terms and conditions of the offering of the Shares and business and operations of Company and to obtain any additional information to the extent reasonably available; (h) We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and have obtained, in our judgment, sufficient information from Company to evaluate the merits and risks of an investment in Company. We have not utilized any person as a purchaser representative as defined in Regulation D promulgated by the SEC pursuant to the Securities Act in connection with evaluating such merits and risks; (i) We have relied solely upon our own investigation in making a decision to invest in Company; (j) We have received no representations or warranties from Company or any of its respective officers, directors, employees or agents in respect of our investment in Company and we have received no information (written or otherwise) from them relating to Company or its business. We are not making our investment as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising; (k) We have had full opportunity to ask questions and to receive satisfactory answers concerning the Offering and other matters pertaining to our investment and all such questions have been answered to our full satisfaction; (l) We have been provided an opportunity to obtain any additional information concerning the Offering and Company and all other information to the extent Company possesses such information or can acquire it without unreasonable effort or expense; (m) We can bear the entire economic risk of the investment in the Shares for an indefinite period of time and we are knowledgeable about and experienced in investments in the equity securities of non-publicly traded companies, including early stage companies. We are acquiring the Shares for our own account for investment purposes only and not with a view to the resale or distribution of such securities within the meaning of the Securities Act, as amended. We are not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of Company or any person with respect to such securities; (n) We understand that (1) the Shares have not been registered under the Securities Act, or the securities law of certain states in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this Offering or made any finding or determination relating to assist the undersigned fairness of an investment in complying with Company and (3) Company is relying on our representations and agreements for the purpose of determining whether this transaction meets the requirements of the exemptions afforded by the Securities Act and certain state securities laws; (o) We understand that since neither the offer nor sale of the Shares has been registered under the Securities Act, or the securities laws of any state state, the Shares may not be sold, assigned, pledged or otherwise disposed of the United States unless they are so registered or of any foreign jurisdiction.an exemption from such registration is available; and (cp) The undersigned understands that We have been urged to seek independent advice from our professional advisors relating to the suitability of an investment in Company in view of our overall financial needs and with respect to the Shares is a speculative investment that involves a high degree legal and tax implications of risk and the potential loss of his entire such investment. (d) The undersigned's overall commitment to investments that are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Shares will not cause such overall commitment to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SEC. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledges, Investor represents and warrants to, and agrees with, to the Company and its affiliates as followsthat: (a) The undersigned has full power and authority to enter into this Agreement, Investor is an institutional “accredited investor” (within the execution and delivery meaning of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersigned. (bRule 501(a) The undersigned understands that the Company is under no obligation to register the Shares under the Securities Act) and an “institutional account” as defined in Financial Industry Regulatory Authority Rule 4512, and is not an entity formed for the specific purpose of acquiring the Shares. \\XX - 000000/000000 - 00000000 x00 (x) The Investor understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The Investor understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except (i) to assist the undersigned in complying with Company or a subsidiary thereof, (ii) pursuant to offers and sales that qualify as “offshore transactions” within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (ii) and (iii) in accordance with any applicable securities laws of any state the states and other jurisdictions of the United States States, and that any certificates or book-entry notations representing the Shares shall contain the legend set forth in Section 13 herein (subject to the Company’s legend removal obligations therein). The Investor acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The Investor understands and agrees that the Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, the Investor may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The Investor understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any foreign jurisdictionof the Shares. (c) The undersigned understands that an investment in Investor will be acquiring the Shares is a speculative for its own account, the account of its affiliates or for accounts over which it has investment that involves a high degree authority and for investment purposes only, and will not be purchasing the Shares for subdivision, fractionalization or distribution (within the meaning of risk the Securities Act); the Investor has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else the Shares (or any portion thereof) in violation of the Securities Act; and the potential loss Investor has no present plans or intentions to enter into any such contract, undertaking or arrangement. Nothing contained herein shall be deemed a representation or warranty by such Subscriber to hold the Shares for any period of his entire investmenttime. (d) The undersigned's overall commitment to investments Investor understands and agrees that are not readily marketable the Investor is not disproportionate purchasing Shares directly from the Company. The Investor further acknowledges that there have been no representations, warranties, covenants and agreements made to the undersigned's net worthInvestor by the Company, or its officers or directors, expressly or by implication, other than those representations, warranties, covenants and an investment agreements included in the Shares will not cause such overall commitment to become excessivethis Subscription Agreement. (e) The undersigned has received all documentsInvestor is not (i) an employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, records, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is as amended (“ERISA”) (whether or not subject to the reporting requirements provisions of Title I of ERISA, but excluding plans maintained outside of the Securities Exchange Act US that are described in Section 4(b)(4) of 1933ERISA); (ii) a plan, individual retirement account or other arrangement that is described in Section 4975 of the U.S. Internal Revenue Code, as amended (the “Exchange ActCode”), and pursuant thereto has filed reports and other documents with whether or not such plan, account or arrangement is subject to Section 4975 of the Securities and Exchange Commission Code; (iii) an insurance company using general account assets, if such general account assets are deemed to include assets of any of the foregoing types of plans, accounts or arrangements for purposes of Title I of ERISA or Section 4975 of the Code; or (iv) an entity which are available is deemed to hold the Company for review at xxx.xxx.xxx (assets of any of the “Filed Documents”)foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA of Section 4975 of the Code. The undersigned has made such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to the section entitled “RISK FACTORS” in the CompanyInvestor’s latest S-1/A filed with the SEC. (f) The undersigned understands that the price acquisition and holding of the Shares has been determined arbitrarily by the Company and may exceed the market price will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Shares Code, or any applicable similar law. \\XX - 000000/000000 - 00000000 x00 (x) The Investor has had an adequate opportunity to be quoted on carefully read the over Financial Statements and the counter bulletin boardSEC Filings. The undersigned further understands Investor represents and agrees that there is a substantial risk the Investor and the Investor’s professional advisor(s), if any, have had the opportunity to ask such questions, receive such answers and obtain such information as the Investor and such Investor’s professional advisor(s), if any, have deemed necessary or advisable to verify the accuracy of further dilution on his investment the information contained or referred to in the CompanyFinancial Statements or the SEC Filings or otherwise to make an investment decision with respect to the Shares. (g) Other than as set forth herein, The Investor became aware of this offering of the undersigned is not relying upon any other information, representation or warranty Shares solely by means of direct contact between the Investor and the Company or any officer, director, stockholder, agent or a representative of the Company, and the Shares were offered to the Investor solely by direct contact between the Investor and the Company or a representative of the Company. The Investor did not become aware of this offering of the Shares, nor were the Shares offered to the Investor, by any other means. The Investor acknowledges that the Company represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in determining a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. (h) The Investor acknowledges that it is aware that there are substantial risks incident to invest the purchase and ownership of the Shares, including those summarized in the SEC Filings. The Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares. The undersigned , and the Investor has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, taxsought such accounting, legal and related matters concerning tax advice as the Investor has considered necessary to make an informed investment decision. (i) The Investor accepts the risk that any unaudited, interim and pro forma financial information that may be subsequently disclosed may present information that may be material to the Company’s business, operations and financial position and that may be materially different from the information on which the Investor is basing an investment decision and that such information may adversely affect the value of the Shares. (j) Alone, or together with any professional advisor(s), the Investor has adequately analyzed and fully considered the risks of an investment in the Shares and on determined that basis believes the Shares are a suitable investment for the Investor and that his or its the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in the Company. The Investor acknowledges specifically that a possibility of total loss exists. (k) In making its decision to purchase the Shares, the Investor represents that it has relied solely upon the Financial Statements, the SEC Filings, those representations, warranties, covenants, and agreements included in the Subscription Agreement, and independent investigation made by the Investor and is not relying upon, and has not relied upon, any statement, representation or warranty made by Xxxxxxx Xxxxx, any of its affiliates or any of its or their control persons, officers, directors or employees in making the investment or decision to invest. (l) The Investor understands and agrees that no governmental agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment. \\XX - 000000/000000 - 00000000 x00 (x) The Investor has been duly formed or incorporated and is suitable validly existing in good standing under the laws of its jurisdiction of incorporation or formation. (n) The execution, delivery and appropriate performance by the Investor of this Subscription Agreement are within the powers of the Investor, have been duly authorized and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is bound that would reasonably be expected to have a material adverse effect on the legal authority of the Investor to enter into and perform its obligations under this Subscription Agreement, and, if the Investor is not an individual, will not violate any provisions of the Investor’s charter documents, including its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the Investor is an individual, has legal competence and capacity to execute the same or, if the Investor is not an individual the signatory has been duly authorized to execute the same, and this Subscription Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity. (o) Neither the due diligence investigation conducted by the Investor in connection with making its decision to acquire the Shares nor any representations and warranties made by the Investor herein shall modify, amend or affect the Investor’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein. (p) The Investor is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by OFAC or in any OFAC List, or a person or entity prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) located, organized, or ordinarily resident in a jurisdiction that is the subject of comprehensive OFAC sanctions (currently, Cuba, Iran, North Korea, Syria, or Crimea). The Investor agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Investor is permitted to do so under applicable law. If the Investor is a financial institution subject to the BSA/PATRIOT Act, to the extent required, the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, it maintains policies and procedures reasonably designed for the undersignedscreening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required, it maintains policies and procedures reasonably designed to ensure that the funds held by the Investor, and used to purchase the Shares, were legally derived. The Investor is, and since January 1, 2016 has been, in material compliance with all applicable laws, including the BSA/PATRIOT Act, other applicable anti-money laundering and anti-terrorist financing laws, the OFAC sanctions programs, and Anti-Bribery Laws. The Investor has not, and will not, take (or refrain from taking) any action that foreseeably would cause the Company or any of its subsidiaries and affiliates to be in violation of the BSA/PATRIOT Act, other applicable anti- money laundering and anti-terrorist financing laws, the OFAC sanctions programs, or Anti- Bribery Laws. \\DC - 769367/000002 - 16124209 v10 (q) Other than consummating the transactions contemplated hereunder, the Investor has not, nor has any person acting on behalf of or pursuant to any understanding with the Investor, directly or indirectly executed any purchases or sales, including “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act, of the securities of the Company during the period commencing as of the time that the Investor was first contacted by the Company or any other person regarding the transactions contemplated hereby and ending immediately prior to the date hereof. The Investor, its affiliates, and its authorized representatives and advisors who are aware of the transactions contemplated hereby have maintained the confidentiality of all disclosures made to the Investor in connection with the transactions contemplated hereby (including the existence and terms of such transactions).

Investor Representations and Warranties. The undersigned hereby acknowledges, Each Investor --------------------------------------- severally represents and warrants to, and agrees with, to the Company and its affiliates as followsthat: (a) The undersigned has full power it is an "accredited investor" within the meaning of Rule 501 under the Securities Act and authority to enter into this Agreement, was not organized for the execution and delivery specific purpose of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of acquiring the undersigned.Note or the Warrants; (b) The undersigned it has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company's stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof; (c) it has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management; (d) the Note, Warrants and Warrant Shares being purchased by it are being acquired for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof; (e) it understands that (i) the Company is Note, the Warrants and the Warrant Shares have not been registered under no obligation to register the Shares under Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act, or to assist (ii) the undersigned in complying with Note, the Warrants and Warrant Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, (iii) the securities laws of any state of the United States or of any foreign jurisdiction. (c) The undersigned understands that an investment in the Shares is a speculative investment that involves a high degree of risk and the potential loss of his entire investment. (d) The undersigned's overall commitment to investments that are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Warrant Shares will not cause bear a legend to such overall commitment to become excessive. effect and (eiv) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject will make a notation on its transfer books to the reporting requirements of the Securities Exchange Act of 1933, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SEC.effect; (f) all action on the part of each of the Investor's partners, board of directors, shareholders and members, as applicable, necessary for the authorization, execution, delivery and performance of the Transaction Documents by each Investor, the purchase of and payment for the Note and the Warrants and the performance of all of each Investor's obligations under the Transaction Documents has been taken or will be taken prior to Closing. The undersigned understands Transaction Documents, when executed and delivered be each Investor, shall constitute valid and binding obligations of each Investor, enforceable in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies; provided, however, that the price Investors make no representations as the enforceability of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment indemnification provisions contained in the CompanyRegistration Rights Agreement. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledges, represents and warrants to, and agrees with, the Company and its affiliates as follows: (a) The undersigned is acquiring the Units for his own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in such Units or any of the components of the Units. Further, the undersigned does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Units for which the undersigned is subscribing or any of the components of the Units. (b) The undersigned has full power and authority to enter into this Agreement, the execution and delivery of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersigned. (bc) The undersigned acknowledges his understanding that the offering and sale of the Units is intended to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") by virtue of Section 4(2) of the Securities Act. In furtherance thereof, the undersigned represents and warrants to and agrees with the Company and its affiliates as follows: (i) The undersigned realizes that the basis for the exemption may not be present if, notwithstanding such representations, the undersigned has in mind merely acquiring Units for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The undersigned does not have any such intention; (ii) The undersigned has the financial ability to bear the economic risk of his investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to his investment in the Company; (iii) The undersigned is sophisticated in financial matters and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Units. If other than an individual, the undersigned also represents it has not been organized for the purpose of acquiring the Units. (d) The undersigned: (i) Has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain information concerning the offering of the Units, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; (ii) Has been given the opportunity for a reasonable period of time prior to the date hereof to ask questions of, and receive answers from, the Company or its representatives concerning the terms and conditions of the offering of the Units and other matters pertaining to this investment, and has been given the opportunity for a reasonable period of time prior to the date hereof to obtain such additional information necessary to verify the accuracy of the information provided in order for him to evaluate the merits and risks of purchase of the Units to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; and (iii) Has determined that the Units are a suitable investment for the undersigned and that at this time the undersigned could bear a complete loss of such investment. (e) The undersigned understands and agrees that the Company is under no obligation to register certificates for the Shares Warrants shall bear, substantially, the following legend until (i) such securities shall have been registered under the Securities Act, Act and effectively been disposed of in accordance with a registration statement that has been declared effective; or to assist (ii) in the undersigned in complying with opinion of counsel for the Company such securities be may sold without registration under the Securities Act as well as any applicable "Blue Sky" or the state securities laws of any state of the United States or of any foreign jurisdictionlaws: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT BUT ONLY UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL TO THE CORPORATION, OR OTHER COUNSEL REASONABLY ACCEPTABLE TO THE CORPORATION, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY APPLICABLE BLUE SKY OR SIMILAR SECURITIES LAW." (cf) The undersigned understands that an investment in the Shares Units is a speculative investment that which involves a high degree of risk and the potential loss of his entire investment. (dg) The undersigned's overall commitment to investments that which are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Shares Units will not cause such overall commitment to become excessive. (eh) The undersigned has received all documentsforegoing representations, records, books warranties and other information pertaining to agreements shall survive the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SECClosing. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows:: EQUITIES MEDIA ACQUISTION CORP INC. (a) The undersigned has full power I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and authority have read carefully the Offering Documents and I understand that by signing this Subscription Agreement I am agreeing to enter into this Agreement, be bound by all of the execution terms and delivery conditions of this Agreement has been duly authorized, if applicablethe Term Sheet and Preferred Stock which are included in the Offering Documents, and my signature on this Subscription Agreement constitutes is deemed to be a valid and legally binding obligation of signature on the undersignedTerm Sheet. (b) The undersigned understands I acknowledge and am aware that there is no assurance as to the future performance of the Company. (c) I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Units, and the Company has advised me to seek the advice of experts in such areas prior to making this investment. (d) I am purchasing the Units for my own account for investment purposes and not with a view to or for sale in connection with the distribution of the Units, the Preferred Stock, or the Common Stock, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Units have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. Furthermore, I hereby acknowledge and agree that I will not sell, transfer, pledge, encumber, give or otherwise dispose of, either publicly or privately, the Units, the Preferred Stock, or the Common Stock. I hereby authorize the Company to place a legend denoting the restrictions on the Units that may be issued to me, as well as the Preferred Stock and Common Stock. (e) Except as described in my Investor Questionnaire, I am not a member of the National Association of Securities Dealers, Inc. (“NASD”); I am not and have not, for a period of 12 months prior to the date of this Subscription Agreement, been affiliated or associated with any company, firm, or other entity which is a member of the NASD; and I do not own any stock or other interest in any member of the NASD (other than interests acquired in open market purchases). (f) I recognize that the Units, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Units is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company. (g) I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents and related documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Units and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. EQUITIES MEDIA ACQUISTION CORP INC. (h) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Units and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks. (i) I have relied solely upon my own investigation in making a decision to invest in the Company. (j) I have received no obligation representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to register the Shares Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (k) I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction. (l) I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. (m) I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” category. I can bear the entire economic risk of the investment in the Units for an indefinite period of time and I am knowledgeable about and experienced in investments in the equity securities of non-publicly traded companies, including early stage companies. I am acquiring the Units for my own account for investment purposes only and not with a view to the resale or distribution of such securities within the meaning of the Securities Act of 1933, as amended. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities. (n) I understand that (1) the Units and the underlying securities have not been registered under the Securities Act, or the securities laws of certain states in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to assist the undersigned fairness of an investment in complying with the Company and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of the exemptions afforded by the Securities Act and certain state securities laws. (o) I understand that (1) since neither the offer nor sale of the Units has been registered under the Securities Act or the securities laws of any state state, the Units may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available, and (2) it is not anticipated that there will be any market for the resale of the United States or of any foreign jurisdictionUnits. EQUITIES MEDIA ACQUISTION CORP INC. (cp) The undersigned understands that I have been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Shares is a speculative investment that involves a high degree Company in view of risk my overall financial needs and with respect to the potential loss legal and tax implications of his entire such investment. (dq) The undersigned's overall commitment If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and qualified to investments that are not readily marketable is not disproportionate to the undersigned's net worth, and become an investment Investor in the Shares will not cause Company and the person signing this Subscription Agreement on behalf of such overall commitment entity has been duly authorized by such entity to become excessivedo so. (er) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment contained in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933my Investor Questionnaire, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission well as any information which are available I have furnished to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review with respect to my financial position and business experience, is correct and complete as of the Filed Documents as the undersigned has deemed necessarydate of this Subscription Agreement and, including, but not limited if there should be any material change in such information prior to the section entitled “RISK FACTORS” in Closing of the offering, I will furnish such revised or corrected information to the Company’s latest S-1/A filed with the SEC. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned has full power and authority to enter into this Agreement, the execution and delivery I am aware that my investment involves a high degree of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersigned.risk; (b) The undersigned understands I acknowledge and am aware that there is no assurance as to the Company is under no obligation future performance of the Company; (c) I am purchasing the Unit for my own account for investment and not with a view to register or for sale in connection with the Shares distribution of the Unit nor with any present intention of selling or otherwise disposing of all or any part of the Unit. I agree that I must bear the economic risk of my investment for an indefinite period of time because, among other reasons, neither the common stock nor the common stock underlying the warrants have been registered under the Securities Act of 1933 (the "Securities Act, ") or to assist the undersigned in complying with the Securities Act or under the securities laws of any state states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the United States Securities Act and under applicable securities laws of such states or of any foreign jurisdiction. (c) The undersigned understands that an investment exemption from such registration is available. I hereby authorize the Company to place a legend denoting the restriction on the securities contained in the Shares is a speculative investment Units to be issued. I acknowledge that involves a high degree of risk and no public market will ever develop for the potential loss of his entire investmentwarrants. (d) The undersignedI further acknowledge my understanding that the Company's overall commitment reliance on such exemptions referred to investments that are not readily marketable is not disproportionate to in Section 2.1(c) above are, in part, based upon the undersigned's net worthforegoing representations, warranties, and agreements by me and that the statutory basis for such exemptions would not be present, if notwithstanding such representations, warranties and agreements, I were acquiring the Unit for resale on the occurrence or non-occurrence of some pre-determined event. In order to induce the Company to issue and sell the Unit subscribed for hereby to me, it is agreed that the Company will have no obligation to recognize the ownership, beneficial or otherwise, of such Unit or any part thereof by anyone, except as set forth herein; (e) I have the financial ability to bear the economic risk of my investment in the Company (including its possible total loss), have adequate means for providing for my current needs and personal contingencies and have no need for liquidity with respect to my investment in the Company; (f) I, alone or together with my Purchaser Representative have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares will not cause such overall commitment to become excessive. (e) The undersigned has received all documentsUnit and have obtained, recordsin my judgment, books and other sufficient information pertaining to the undersigned’s investment in from the Company that has been requested by to evaluate the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements merits and risks of the Securities Exchange Act of 1933, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SEC. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his an investment in the Company.; (g) Other than I: (1) Have carefully read this Subscription Agreement , understand and have evaluated the risks of a purchase of the Unit and have relied solely (except as indicated in subsection (2), (3) and (4) below) on the information contained in the this Subscription Agreement; (2) Have been provided company 10Q, 10K and all other requested information and an opportunity to obtain any additional information concerning the offering, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; and (3) Have been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and other matters pertaining to this investment. In addition, as required by Section 517.061(11)(a)(3), Florida Statutes and by Rule 3E-500.05(a) thereunder, I may have, at the offices of the Company, at any reasonable hour, after reasonable prior notice, access to the materials set forth hereinin the Rule which the Company can obtain without unreasonable effort or expense. (h) In making my decision to purchase the Unit herein subscribed for, I have relied solely upon independent investigations made by me; (i) If the undersigned is not relying upon any a corporation, trust, partnership, employee benefit plan, individual retirement account, Keogh Plan, or other informationtax-exempt entity, representation or warranty by it is authorized anx xxxlified to become an investor in the Company or and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so; (j) The information contained in Section 2.2 of this Subscription Agreement is true and correct including any officerinformation which I have furnished and furnish to the Company with respect to my financial position and business experience, director, stockholder, agent or representative is correct and complete as of the Company date of this Subscription Agreement and if there should be any material change in determining such information prior to invest in the Shares. The undersigned has consultedacceptance of my subscription, I will furnish such revised or corrected information to the extent deemed appropriate Company; (k) I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable state laws including the three day rights under Florida law, I am not entitled to cancel, terminate or revoke this subscription, and any agreements made in connection herewith shall survive my death or disability; (m) I have not received any general solicitation or advertising regarding the purchase of the Unit; and (o) Where applicable, I agree to be bound by any restrictions on resale of the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersignedUnit required by applicable state laws.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned has full power and authority to enter into this Agreement, the execution and delivery I am aware that my investment involves a high degree of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersignedrisk. (b) The undersigned understands I acknowledge and am aware that there is no assurance as to the Company is under no obligation future performance of the Company; (c) I am purchasing the Securities for my own account for investment and not with a view to register or for sale in connection with the Shares distribution of the Securities nor with any present intention of selling or otherwise disposing of all or any part of the Securities. I agree that I must bear the economic risk of my investment for an indefinite period of time because, among other reasons, the shares have not been registered under the Securities Act of 1933 (the “Securities Act, ”) or to assist the undersigned in complying with the Securities Act or under the securities laws of any state states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the United States Securities Act and under applicable securities laws of such states or of any foreign jurisdiction. (c) The undersigned understands that an investment in exemption from such registration is available. I hereby authorize the Shares is Company to place a speculative investment that involves a high degree of risk and legend denoting the potential loss of his entire investmentrestriction on the certificates to be issued. (d) The undersigned's overall commitment I further acknowledge my understanding that the Company’s reliance on such exemptions referred to investments that are not readily marketable is not disproportionate to in subsection (c) above are, in part, based upon the undersigned's net worthforegoing representations, warranties, and agreements by me and that the statutory basis for such exemptions would not be present, if, notwithstanding such representations, warranties and agreements, I were acquiring the Securities for resale on the occurrence or non-occurrence of some pre-determined event. In order to induce the Company to issue and sell the Securities subscribed for hereby to me, it is agreed that the Company will have no obligation to recognize the ownership, beneficial or otherwise, of such Securities or any part thereof by anyone, except as set forth herein; (e) I have the financial ability to bear the economic risk of my investment in the Company (including its possible total loss), have adequate means for providing for my current needs and personal contingencies and have no need for liquidity with respect to my investment in the Company; (f) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares will not cause Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company; (g) I: _________________ (1) Have carefully read this Subscription Agreement and the Term Sheet, and understand and have evaluated the risks of a purchase of the Securities including the risks disclosed in the Prospectus filed on November 29, 2012 and have relied solely (except as indicated in subsection (2) and (3)) on the information contained in this Subscription Agreement and the Term Sheet; (2) Have been provided an opportunity to obtain any additional information concerning the Offering, the Company and all other information to the extent the Company possesses such overall commitment information or can acquire it without unreasonable effort or expense; and (3) Have been given the opportunity to become excessiveask questions of, and receive answers from, the Company concerning the terms and conditions of the Offering and other matters pertaining to this investment. In addition, if the offer or sale occurs in Florida, as required by Section 517.061(11)(a)(3), Florida Statutes and by Rule 3E-500.05(a) thereunder, or if it occurs elsewhere, I may have, at the offices of the Company, at any reasonable hour, after reasonable prior notice, access to the materials set forth in the Rule which the Company can obtain without unreasonable effort or expense. (eh) The If the undersigned has received all documentsis a corporation, recordstrust, books partnership, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and other information pertaining qualified to the undersigned’s investment become an investor in the Company that and the person signing this Subscription Agreement on behalf of such entity has been requested duly authorized by the undersigned. The undersigned has been advised such entity to do so; (i) I hereby acknowledge that the Company is subject to the reporting requirements raised $2,757,000 of the Securities Exchange Act of 1933Offering on September 28, as amended 2012 (the “Exchange ActSeptember Offering”), . The investors in the September Offering executed a Securities Purchase Agreement which is different than this Subscription Agreement. The Securities Purchase Agreement provided certain representations and pursuant thereto warranties which are not included in this Subscription Agreement. I hereby acknowledge that the Company has provided me with a copy of the Prospectus filed reports and other documents with the Securities and Exchange Commission on November 29, 2012 in lieu of making the representations and warranties contained in the Securities Purchase Agreement. (j) No representations or warranties have been made to the undersigned by the Company, or any of their respective officers, employees, agents, affiliates or attorneys; (k) The information contained in Section 2.2 of this Subscription Agreement is true and correct including any information which are available I have furnished and furnish to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review with respect to my financial position and business experience, is correct and complete as of the Filed Documents as the undersigned has deemed necessarydate of this Subscription Agreement and if there should be any material change in such information prior to acceptance of my subscription, including, but not limited I will furnish such revised or corrected information to the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SEC.; (fl) The undersigned understands I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable state laws including the price three day rights under Florida law, I am not entitled to cancel, terminate or revoke this subscription, and any agreements made in connection herewith shall survive my death or disability; (m) I have not received any general solicitation or advertising regarding the purchase of the Shares has been determined arbitrarily by the Company Securities and may exceed the market price became aware of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is this investment through a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth hereinsubstantive, the undersigned is not relying upon any other information, representation or warranty by pre-existing relationship with the Company or Xxxxxxx Xxxxxxx; and (n) Where applicable, I agree to be bound by any officer, director, stockholder, agent or representative restrictions on resale of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate Securities required by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersignedapplicable state laws.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned has full power and authority to enter into this Agreement, the execution and delivery of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation I am aware that my ownership of the undersigned.Shares involves a high degree of risk; (b) The undersigned understands I acknowledge and am aware that there is no assurance as to the Company is under no obligation to register future performance of the Company; (c) I am purchasing the Shares for my own account for investment and not with a view to or for sale in connection with the distribution of the Shares nor with any present intention of selling or otherwise disposing of all or any part of the Shares. I agree that I must bear the economic risk of my investment for an indefinite period of time because, among other reasons, the Shares has not been registered under the Securities Act of 1933 (the “Securities Act, ”) or to assist the undersigned in complying with the Securities Act or under the securities laws of any state states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless it has subsequently been registered under the United States Securities Act and under applicable securities laws of such states or of any foreign jurisdiction. (c) The undersigned understands that an investment in exemption from such registration is available. I hereby authorize the Shares is Company to place a speculative investment that involves a high degree of risk and legend denoting the potential loss of his entire investmentrestriction on the Shares. (d) The undersigned's overall commitment I further acknowledge my understanding that the Company’s reliance on such exemptions referred to investments that are not readily marketable is not disproportionate to in subsection (c) above are, in part, based upon the undersigned's net worthforegoing representations, warranties, and an investment in agreements by me and that the statutory basis for such exemptions would not be present, if, notwithstanding such representations, warranties and agreements, I were acquiring the Shares for resale on the occurrence or non-occurrence of some pre-determined event. In order to induce the Company to issue and sell the Shares subscribed for hereby to me, it is agreed that the Company will not cause have no obligation to recognize the ownership, beneficial or otherwise, of such overall commitment to become excessive.Shares or any part thereof by anyone, except as set forth herein; (e) The undersigned has received all documents, records, books I have such knowledge and other information pertaining to the undersigned’s investment experience in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933, financial and business matters as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SEC. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on capable of evaluating the over the counter bulletin board. The undersigned further understands that there is a substantial risk merits and risks of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company; (f) I have been provided an opportunity to obtain any additional information concerning the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; and (g) I have been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions and other matters pertaining to this investment. In addition, as required by Section 517.061(11)(a)(3), Florida Statutes and by Rule 3E-500.05(a) thereunder, I may have, at the offices of the Company, at any reasonable hour, after reasonable prior notice, access to the materials set forth in the Rule which the Company can obtain without unreasonable effort or expense. (h) If the undersigned is a corporation, trust, partnership, employee benefit plan, individual retirement account, Kxxxx Plan, or other tax-exempt entity, it is authorized and qualified to become an investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so; (i) No representations or warranties have been made to the undersigned by the Company, or any of their respective officers, employees, agents, affiliates or attorneys; (j) The information contained in Section 2.2 of this Subscription Agreement is true and correct including any information which I have furnished and furnish to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and if there should be any material change in such information prior to acceptance of my subscription, I will furnish such revised or corrected information to the Company; (k) I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable state laws including the three day rights under Florida or other state law, I am not entitled to cancel, terminate or revoke this subscription, and any agreements made in connection herewith shall survive my death or disability; (l) I have not received any general solicitation or advertising regarding the purchase of the Shares is suitable and appropriate for became aware of this investment through a substantive, pre-existing relationship with the undersignedCompany; and (m) Where applicable, I agree to be bound by any restrictions on resale of the Shares required by applicable state laws.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned has full power and authority to enter into this Agreement, the execution and delivery I am aware that my investment involves a high degree of this Agreement has been duly authorized, if applicablerisk, and this Agreement constitutes a valid I have read and legally binding obligation of fully understand the undersignedDocuments. (b) The undersigned understands I acknowledge and am aware that there is no assurance as to the Company is under no obligation to register future performance of the Company. (c) I am purchasing the Shares for my own account for investment and not with a view to or for sale in connection with the distribution of the Shares, nor with any present intention of selling or otherwise disposing of all or any part of the Shares. I understand that there is not now, and may not ever be, any market for the Shares. I agree that (i) the purchase of the Shares is a long-term investment; and (ii) I may have to bear the economic risk of investment for an indefinite period of time because the Shares have not been registered under the Securities ActAct and, notwithstanding the registration rights granted herein, the Shares may never by registered and cannot be resold, pledged, assigned, or otherwise disposed of unless they are subsequently registered under said Securities Act and under applicable securities laws of certain states or an exemption from such registration under the Securities Act or any state securities Laws. I hereby authorize the Company to assist place a legend denoting the undersigned restrictions on the Shares. (d) I recognize that the Shares, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment I believe that the investment in complying the Shares is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company. (e) I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information. Furthermore, I have either met with or been given reasonable opportunity to meet with officers concerning of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Shares and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. (f) I have such knowledge and experience in financial and business matters and to be capable of evaluating the merits and risks of an investment in the Shares and have obtained. in my judgment. sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D promulgated by the Commission pursuant to the Securities Act in connection with evaluating such merits and risks. (g) I have relied solely upon my own investigation in making a decision to invest in the Company. (h) I have received no representation or warranty from the Company or any of its respective officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Documents. I am not participating in the offering as a result of or subsequent to: (i) any advertisement. article, notice or other communication published in any newspaper. magazine or similar media or broadcast over television. radio or the Internet; or (ii) any seminar or meeting whose attendees have been invited ‘by any general solicitation or general advertising. (i) I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction. (j) I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. (k) I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder. (l) I understand that (i) the Shares and the underlying securities have not been registered under the Securities Act or the securities laws of certain states in reliance on specific exemptions from registration; (ii) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of the United States or of any foreign jurisdiction. (c) The undersigned understands that an investment in the Shares Company; and (iii) the Company is a speculative relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of the exemptions afforded by the Securities Act and certain state securities laws. (m) I have been urged to seek independent advice from my professional advisors relating to the suitability of an investment that involves a high degree in the Company in view of risk my overall financial needs and with respect to the potential loss legal and tax implications of his entire such investment. (dn) The undersigned's overall commitment If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and qualified to investments that are not readily marketable is not disproportionate to the undersigned's net worth, and become an investment Investor in the Shares will not cause Company and the person signing this Subscription Agreement on behalf of such overall commitment entity has been duly authorized by such entity to become excessivedo so. (eo) The undersigned has received all documentsI hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, recordsI am not entitled to cancel, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933, as amended (the “Exchange Act”)terminate or revoke this subscription, and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has any agreements made such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SECconnection herewith shall survive my death or disability. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent, and warrants warrant to, and agrees agree with, the Company (and its affiliates GKN may rely thereon) as follows: (a1) The undersigned has full power I am aware that my investment involves a high degree of risk as disclosed in the Term Sheet and authority have carefully read the Term Sheet including the section thereof entitled "Risk Factors;" (2) I acknowledge and am aware that there is no assurance as to enter into the future performance of the Company; (3) I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Units and the Company and GKN have advised me to seek the advice of experts in such areas prior to making this Agreementinvestment; (4) I acknowledge that there can be no assurance that the Company will file the Registration Statement for its proposed GKN Offering, that such Registration Statement will be declared effective by the Commission or, if declared effective, that the Company successfully will close the proposed GKN Offering. If the proposed GKN Offering is not closed and the Company does not receive alternative financing, which it does not anticipate, the execution Company may not have the funds to pay the Notes or to fund the Company's operating expenses; (5) I am purchasing the Units for my own account for investment and delivery of this Agreement has been duly authorized, if applicable, and this Agreement constitutes not with a valid and legally binding obligation view to or for sale in connection with the distribution of the undersigned. (b) The undersigned understands Units or the Notes or the Warrants contained in the Units nor with any present intention of selling or otherwise disposing of all or any part of the Units, the Notes or the Warrants. I agree that I must bear the economic risk of my investment for an indefinite period of time because, among other reasons, the Units have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned, or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I understand that, other than as described herein, the Company is under no obligation to register the Shares Units on my behalf or to assist me in complying with any exemption from such registration under the Securities ActAct or any state securities laws. Furthermore, I hereby acknowledge and agree that I will not sell, transfer, give, or otherwise dispose of, either publicly or privately, the Units or any securities underlying the Units during the Holding Period without the prior written consent of GKN. I hereby authorize the Company to assist place a legend denoting the undersigned restrictions on the Note and the Warrants to be issued; (6) I am not a member of the National Association of Securities Dealers, Inc. ("NASD"). I have not, for a period of 12 months prior to the date of this Subscription Agreement, been affiliated or associated with any company, firm, or other entity which is a member of the NASD. I do not own stock or other interest in, and I am not a creditor of, any member of the NASD (other than interests acquired in complying open market purchases); (7) I have the financial ability to bear the economic risk of my investment in the Company (including its complete loss), have adequate means for providing for my current needs and personal contingencies, and have no need for liquidity with respect to my investment in the Company; (8) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Units and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative in connection with evaluating such merits and risks; (9) I have relied solely upon my own investigation in making a decision to invest in the Company; (10) I have received no representation or warranty from the Company or the Placement Agent or any of their respective officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Term Sheet. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio; or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising; (11) I have had full opportunity to ask questions of and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction; (12) I have been provided an opportunity to obtain any additional information concerning the offering, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; (13) I am an "accredited investor" as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder; (14) I understand that (i) the Units have not been registered under the Securities Act or the securities laws of certain states in reliance on specific exemptions from registration thereunder, (ii) no securities administrator of any state or the Federal government has recommended or endorsed this offering or made any findings or determination relating to the fairness of an investment in the Company, and (iii) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of the exemptions referred to in clause (i) hereto; (15) I understand that (i) since neither the offer nor sale of the Units has been registered under the Securities Act or the securities laws of any state state, the Units may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available, (ii) it is not anticipated that there will be any market for the resale of the United States or of any foreign jurisdiction. (c) The undersigned understands that an investment in the Shares is a speculative investment that involves a high degree of risk and the potential loss of his entire investment. (d) The undersigned's overall commitment to investments that are not readily marketable is not disproportionate to the undersigned's net worthUnits, and an investment in the Shares will not cause such overall commitment to become excessive. (eiii) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SEC. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than except as set forth herein, the undersigned is not relying upon Company has no obligation or intention to register the Notes and the Warrants (including the Common Stock underlying the Warrants) or the Units under the Securities Act or the securities laws of any other informationstates, representation or warranty by the Company or any officer, director, stockholder, agent or representative to take action so as to permit sales of the Company in determining Units pursuant thereto; (16) I understand that I am urged to invest in the Shares. The undersigned has consulted, seek independent advice from my professional advisors relating to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning suitability of an investment in the Shares Company in view of my overall financial needs and on that basis believes that his with respect to the legal and tax implications of such investment; (17) If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or its investment other tax-exempt entity, it is authorized and qualified to become an Investor in the Shares Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so; (18) The information contained in my Purchaser Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is suitable correct and appropriate complete as of the date of this Subscription Agreement, and, if there should be any material change in such information prior to the Closing, I will promptly furnish such revised or corrected information to the Company; (19) I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate, or revoke this subscription, and any agreements made in connection herewith shall survive my death or disability; and (20) I acknowledge that, in order to obtain Nasdaq listing for the undersignedCommon Stock, it may be necessary for (i) the Holding Period to be made absolute and unconditional and extended for up to one additional year, and (ii) the Public Warrants and Common Stock underlying the Public Warrants held by me to be excluded or withdrawn from any Registration Statement filed in connection with the GKN Offering.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned a. I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have carefully read the Offering Documents, and I understand that by signing this Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents. b. I acknowledge and am aware that there is no assurance as to the future performance of the Company. c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has full power advised me to seek the advice of experts in such areas prior to making this investment. d. I am purchasing the Securities for my own account for investment purposes only and authority not with a view to enter into this Agreementor for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the execution Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and delivery under applicable securities laws of this Agreement has been duly authorizedcertain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me. e. I recognize that the Securities, if applicableas an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and this Agreement constitutes a valid I have adequate means for providing for my current financial needs and legally binding obligation contingencies and have no need for liquidity with respect to my investment in the Company. f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the undersignedCompany for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. (b) The undersigned understands that g. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company is to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks. h. I have relied solely upon my own investigation in deciding to invest in the Company. i. I have received no obligation representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to register the Shares Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the Offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction. k. I have been provided an opportunity to obtain any additional information concerning the Offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. l. I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Investor Representation and Suitability Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities. m. I understand that (i) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (ii) no securities administrator of any state or the federal government has recommended or endorsed this Offering or made any finding or determination relating to assist the undersigned fairness of an investment in complying with the Company, and (iii) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws. n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state state, the Securities may not be sold, assigned, pledged or otherwise disposed of the United States unless they are so registered or of any foreign jurisdictionan exemption from such registration is available. (c) The undersigned understands that o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Shares is a speculative investment that involves a high degree Company in view of risk my overall financial needs and with respect to the potential loss legal and tax implications of his entire such investment. (d) The undersigned's overall commitment to investments that are not readily marketable p. If the Investor is not disproportionate to the undersigned's net wortha corporation, company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and an investment in the Shares will not cause such overall commitment qualified to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment an Investor in the Company that and the person signing this Agreement on behalf of such entity has been requested duly authorized by the undersigned. such entity to do so. q. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933information contained in my Investor Representation and Suitability Questionnaire, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission well as any information which are available I have furnished to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review with respect to my financial position and business experience, is correct and complete as of the Filed Documents as the undersigned has deemed necessarydate of this Agreement and, including, but not limited if there should be any material change in such information prior to the section entitled “RISK FACTORS” in Closing of the Offering, I will furnish such revised or corrected information to the Company’s latest S-1/A filed with the SEC. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: a. I am aware that my investment involves a high degree of risk as disclosed herein and in the other Offering Documents and have carefully read this Agreement and the other Offering Documents, and I understand that by signing this Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents. b. I acknowledge and am aware that there is no assurance as to the future performance of the Company. c. Although the Company has expressed an interest in pursuing the IPO; I acknowledge and am aware that: (ai) The undersigned has full power and authority to enter into this Agreementas market conditions fluctuate, the execution and delivery Company’s plan may change such that the IPO is no longer a business objective of this Agreement has been duly authorizedthe Company; or (ii) the Company may be unable to complete the IPO on acceptable commercial terms, if applicableat all; in either of which cases, the Company would be caused to remain privately held and unable to develop a public market for its shares. d. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this Agreement constitutes investment. e. I am purchasing the Securities for my own account for investment purposes only and not with a valid and legally binding obligation view to or for sale in connection with the distribution of the undersignedSecurities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me. (b) The undersigned understands f. I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company. g. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. h. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks. i. I have relied solely upon my own investigation in deciding to invest in the Company. j. I have received no obligation representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to register the Shares Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. k. I have had full opportunity to ask questions and to receive satisfactory answers concerning the Offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction. l. I have been provided an opportunity to obtain any additional information concerning the Offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. m. I am an “accredited investor” as defined in Section 2(a)(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities. n. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to assist the undersigned fairness of an investment in complying with the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws. o. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state state, the Securities may not be sold, assigned, pledged or otherwise disposed of the United States unless they are so registered or of any foreign jurisdictionan exemption from such registration is available. (c) The undersigned understands that p. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Shares is a speculative investment that involves a high degree Company in view of risk my overall financial needs and with respect to the potential loss legal and tax implications of his entire such investment. (d) The undersigned's overall commitment to investments that are not readily marketable q. If the Investor is not disproportionate to the undersigned's net wortha corporation, company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and an investment in the Shares will not cause such overall commitment qualified to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment an Investor in the Company that and the person signing this Agreement on behalf of such entity has been requested duly authorized by the undersigned. such entity to do so. r. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933information contained in my Investor Questionnaire, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission well as any information which are available I have furnished to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review with respect to my financial position and business experience, is correct and complete as of the Filed Documents as the undersigned has deemed necessarydate of this Subscription Agreement and, including, but not limited if there should be any material change in such information prior to the section entitled “RISK FACTORS” in Closing of the offering, I will furnish such revised or corrected information to the Company’s latest S-1/A filed with the SEC. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability. (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The investor represents that he/she has read and understand the legends contained in the Subscription Agreement which are included herein: The undersigned hereby acknowledges, represents and warrants to, and agrees with, the Company and its affiliates as follows: (a) The undersigned has full power and authority to enter into this Agreement, the execution and delivery of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersigned. (b) The undersigned understands acknowledges that the Company is under no obligation to register the Shares being purchased hereunder have not been registered under the Securities Act, or to assist the undersigned in complying with the Securities Act or the securities laws of any state State, that absent an exemption from registration contained in those laws, the issuance and sale of the United States or of any foreign jurisdictionSecurities would require registration, and that the Company's reliance upon such exemption is based upon the undersigned’s representations, warranties, and agreements contained herein. 1. The undersigned represents, warrants, and agrees as follows: a) The undersigned agrees that this Subscription Agreement is and shall be irrevocable. b) The undersigned has carefully read the Subscription Agreement and all documents related thereto (the “Offering Materials”), all of which the undersigned acknowledges have been provided to the undersigned. The undersigned has been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of this Offering and the Offering Materials and to obtain such additional written information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of same as the undersigned desires in order to evaluate the investment. The undersigned further acknowledges that he or she fully understands the Offering Materials, and the undersigned has had the opportunity to discuss any questions regarding any of the Offering Materials with his or her counsel or other advisor. Notwithstanding the foregoing, the only information upon which the undersigned has relied is that set forth in the Offering Materials and his or her own independent investigation. The undersigned acknowledges that the undersigned has received no representations or warranties from the Company or its employees or agents in making this investment decision other than as set forth in the Offering Materials. c) The undersigned understands is aware that an investment in the Shares purchase of the Securities is a speculative investment that involves involving a high degree of risk and that there is no guarantee that the potential undersigned will realize any gain from this investment, and that the undersigned could lose the total amount of the undersigned's investment. d) The undersigned understands that no federal or state agency has made any finding or determination regarding the fairness of this offering of the Securities for investment, or any recommendation or endorsement of this Offering of the Securities. e) The undersigned is purchasing the Securities for the undersigned's own account, with the intention of holding the Securities, with no present intention of dividing or allowing others to participate in this investment or of reselling or otherwise participating, directly or indirectly, in a distribution of the Securities, and shall not make any sale, transfer, or pledge thereof without registration under the Securities Act and any applicable securities laws of any state or unless an exemption from registration is available under those laws. f) The undersigned represents that the undersigned, if an individual, has adequate means of providing for his or her current needs and personal and family contingencies and has no need for liquidity in this investment in the Securities. The undersigned represents that the undersigned is an "Accredited Investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The undersigned has no reason to anticipate any material change in his or her personal financial condition for the foreseeable future. g) The undersigned is financially able to bear the economic risk of this investment, including the ability to hold the Securities indefinitely or to afford a complete loss of his entire investmentor her investment in the Securities. (dh) The undersigned represents that the undersigned's overall commitment to investments that which are not readily marketable is not disproportionate to the undersigned's net worth, and an the undersigned's investment in the Shares Securities will not cause such overall commitment to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SEC. (f) The undersigned understands that the price statutory basis on which they are being sold to the undersigned and others would not be available if the undersigned's present intention were to hold the Securities for a fixed period or until the occurrence of a certain event. The undersigned will not pledge, transfer or assign this Subscription Agreement. i) The undersigned represents that the funds provided for this investment are either separate property of the Shares undersigned, community property over which the undersigned has the right of control, or are otherwise funds as to which the undersigned has the sole right of management. j) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnership, corporation, trust or other entity, (i) the undersigned has enclosed with this Subscription Agreement appropriate evidence of the authority of the individual executing this Subscription Agreement to act on its behalf (e.g., if a trust, a certified copy of the trust agreement; if a corporation, a certified corporate resolution authorizing the signature and a certified copy of the articles of incorporation; or if a partnership, a certified copy of the partnership agreement), (ii) the undersigned represents and warrants that it was not organized or reorganized for the specific purpose of acquiring the Securities, (iii) the undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf, and (iv) this investment in the Company has been determined arbitrarily affirmatively authorized, if required, by the Company governing board of such entity and may exceed is not prohibited by the market price governing documents of the Shares entity. k) The address shown under the undersigned's signature at the end of this Subscription Agreement is the undersigned's principal residence if he or she is an individual or its principal business address if a corporation or other entity. l) The undersigned has such knowledge and experience in financial and business matters as to be quoted on capable of evaluating the over merits and risks of an investment in the counter bulletin boardSecurities. m) The undersigned acknowledges that the certificates for the Securities which the undersigned will receive will contain a legend substantially as follows: 2. The undersigned further understands acknowledges that there the Company is a substantial risk of further dilution on his investment under no obligation to aid the undersigned in the Companyobtaining any exemption from registration requirements. (g) Other than 3. The undersigned expressly acknowledges and agrees that the Company is relying upon the undersigned's representations contained herein. 4. The undersigned acknowledges that the undersigned understands the meaning and legal consequences of the representations and warranties which are contained herein and hereby agrees to indemnify, save and hold harmless the Company and its officers, directors and counsel, from and against any and all claims or actions arising out of a breach of any representation, warranty or acknowledgment of the undersigned contained herein. Such indemnification shall be deemed to include not only the specific liabilities or obligations with respect to which such indemnity is provided, but also all reasonable costs, expenses, counsel fees and expenses of settlement relating thereto, whether or not any such liability or obligation shall have been reduced to judgment. In addition, the undersigned's representations, warranties and indemnification contained herein shall survive the undersigned's purchase of the Securities hereunder. 5. The Company has been duly and validly incorporated and is validly existing and in good standing as a corporation under the laws of the State of California. The Company has all requisite power and authority, and all necessary authorizations, approvals and orders required as of the date hereof to own its properties and conduct its business and to enter into this Subscription Agreement and the other Offering Materials and to be bound by the provisions and conditions hereof or therein. 6. Except as otherwise specifically provided for hereunder, no party shall be deemed to have waived any of his or her or its rights hereunder or under any other agreement, instrument or papers signed by any of them with respect to the subject matter hereof unless such waiver is in writing and signed by the party waiving said right. Except as otherwise specifically provided for hereunder, no delay or omission by any party in exercising any right with respect to the subject matter hereof shall operate as a waiver of such right or of any such other right. A waiver on any one occasion with respect to the subject matter hereof shall not be construed as a bar to, or waiver of, any right or remedy on any future occasion. All rights and remedies with respect to the subject matter hereof, whether evidenced hereby or by any other agreement, instrument, or paper, will be cumulative, and may be exercised separately or concurrently. 7. The parties have not made any representations or warranties with respect to the subject matter hereof not set forth herein, and this Subscription Agreement, together with any instruments executed simultaneously herewith, constitutes the entire agreement between them with respect to the subject matter hereof. All understandings and agreements heretofore made between the parties with respect to the subject matter hereof are merged in this Subscription Agreement and any such instrument, which alone fully and completely expresses their agreement. 8. This Subscription Agreement may not be changed, modified, extended, terminated or discharged orally, but only by an agreement in writing, which is signed by all of the parties to this Subscription Agreement. 9. The parties agree to execute any and all such other and further instruments and documents, and to take any and all such further actions reasonably required to effectuate this Subscription Agreement and the intent and purposes hereof. 10. If any provision or any portion of any provision of this Subscription Agreement or the application of any such provision or any portion thereof to any person or circumstance, shall be held invalid or unenforceable, the remaining portion of such provision and the remaining portion of such provision as is held invalid or unenforceable to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby. 11. This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of California and the undersigned is not relying upon any other information, representation or warranty by hereby consents to the Company or any officer, director, stockholder, agent or representative jurisdiction of the Company in determining to invest in courts of the Shares. The undersigned has consulted, to State of California and/or the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate United States District Court for the undersignedCentral District of California.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned has full power and authority to enter into this Agreement, the execution and delivery I am aware that my investment involves a high degree of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersigned.risk; (b) The undersigned understands I acknowledge and am aware that there is no assurance as to the Company is under no obligation future performance of the Company; (c) I am purchasing the Note for my own account for investment and not with a view to register or for sale in connection with the Shares distribution of the Note nor with any present intention of selling or otherwise disposing of all or any part of the Note. I agree that I must bear the economic risk of my investment for an indefinite period of time because, among other reasons, the Note has not been registered under the Securities Act of 1933 (the “Securities Act, ”) or to assist the undersigned in complying with the Securities Act or under the securities laws of any state states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless it has subsequently been registered under the United States Securities Act and under applicable securities laws of such states or of any foreign jurisdiction. (c) The undersigned understands that an investment in exemption from such registration is available. I hereby authorize the Shares is Company to place a speculative investment that involves a high degree of risk and legend denoting the potential loss of his entire investmentrestriction on the Note. (d) The undersigned's overall commitment I further acknowledge my understanding that the Company’s reliance on such exemptions referred to investments that are not readily marketable is not disproportionate to in subsection (c) above are, in part, based upon the undersigned's net worthforegoing representations, warranties, and agreements by me and that the statutory basis for such exemptions would not be present, if, notwithstanding such representations, warranties and agreements, I were acquiring the Note for resale on the occurrence or non-occurrence of some pre-determined event. In order to induce the Company to issue and sell the Note subscribed for hereby to me, it is agreed that the Company will have no obligation to recognize the ownership, beneficial or otherwise, of such Note or any part thereof by anyone, except as set forth herein; (e) I have the financial ability to bear the economic risk of my investment in the Company (including its possible total loss), have adequate means for providing for my current needs and personal contingencies and have no need for liquidity with respect to my investment in the Company; (f) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares will not cause such overall commitment Note and have obtained, in my judgment, sufficient information from the Company to become excessive. (e) The undersigned has received all documents, records, books evaluate the merits and other information pertaining to the undersigned’s risks of an investment in the Company that has been requested by Company; (g) I: (1) have carefully read this Subscription Agreement, the undersigned. The undersigned has been advised that Term Sheet, the Company is subject to Note and the reporting requirements of Company’s Form 10-K for the Securities Exchange Act of 1933Company’s year ended December 31, as amended (2012, the “Exchange Act”)Form10-Q for the quarter ended March 31, 2013, and pursuant thereto has all subsequent filings filed reports and other documents with the Securities and Exchange Commission and press releases contained on the Company’s website and understand and have evaluated the risks of a purchase of the Note and have relied solely (except as indicated in subsection (2) and (3)) on the information contained in this Subscription Agreement; (2) have been provided an opportunity to obtain any additional information concerning the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; and (3) have been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions and other matters pertaining to this investment. In addition, as required by Section 517.061(11)(a)(3), Florida Statutes and by Rule 3E-500.05(a) thereunder, I may have, at the offices of the Company, at any reasonable hour, after reasonable prior notice, access to the materials set forth in the Rule which are available the Company can obtain without unreasonable effort or expense. (h) If the undersigned is a corporation, trust, partnership, employee benefit plan, individual retirement account, Kxxxx Plan, or other tax-exempt entity, it is authorized and qualified to become an investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so; (i) No representations or warranties have been made to the undersigned by the Company, or any of their respective officers, employees, agents, affiliates or attorneys; (j) The information contained in Section 2.2 of this Subscription Agreement is true and correct including any information which I have furnished and furnish to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review with respect to my financial position and business experience, is correct and complete as of the Filed Documents as the undersigned has deemed necessarydate of this Subscription Agreement and if there should be any material change in such information prior to acceptance of my subscription, including, but not limited I will furnish such revised or corrected information to the section Company; (k) I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable state laws including the three day rights under Florida or other state law, I am not entitled “RISK FACTORS” to cancel, terminate or revoke this subscription, and any agreements made in connection herewith shall survive my death or disability; (l) I have not received any general solicitation or advertising regarding the purchase of the Note and became aware of this investment through a substantive, pre-existing relationship with the Company’s latest S-1/A filed with the SEC.; and (fm) The undersigned understands that the price Where applicable, I agree to be bound by any restrictions on resale of the Shares has been determined arbitrarily Note required by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his investment in the Companyapplicable state laws. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned has full power I am aware that my investment in the Company involves a high degree of risk, and authority to enter into this AgreementI carefully have read and fully understand the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1995, the execution Company's Quarterly Report on Form 10-QSB for the quarter ended September 30, 1996, the Company's Proxy Statement dated July 11, 1996 and delivery of this Agreement has been duly authorizedthe Company's Prospectus dated September 30, if applicable1996, which are included as Exhibits C, D, E and this Agreement constitutes a valid and legally binding obligation of F, in the undersignedDisclosure Package. (b) The undersigned understands I acknowledge and am aware that there is no assurance as to the future performance of the Company. (c) I acknowledge that notwithstanding the Company's commitment herein, there can be no assurance that the Company will file any Registration Statement for the securities I am purchasing, that such Registration Statement, if filed, will be declared effective or, if declared effective, that the Company will be able to keep it effective until I sell the Common Stock registered thereon. (d) I am purchasing the Securities for my own account for investment and not with view to or for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the Securities. I understand that there may not be any market for the Securities. I agree that (1) the purchase of the Securities is a long-term investment, (2) I may have to bear the economic risk of investment for an indefinite period of time because neither the Securities nor the Common Stock underlying the Securities have been registered under the Securities Act and, notwithstanding the Company's commitment herein to register such Common Stock for resale by me, may not be registered and, cannot be resold, pledged, assigned, or otherwise disposed of unless they are subsequently registered under said Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I understand that the Company is under no obligation to register the Shares Securities and, except as set forth herein, the Company is under no obligation to register the Common Stock underlying the Securities Act, on my behalf or to assist the undersigned me in complying with any exemption from such registration under the Securities Act or the securities laws of any state securities laws. I hereby authorize the Company to place legends denoting the restrictions on the Securities and the Common Stock to be issued upon conversion or exercise of the United States or of any foreign jurisdictionSecurities, as the case may be. (ce) The undersigned understands I recognize that the Securities, as an investment in the Shares is a speculative investment that investment, involves a high degree of risk and the potential loss of his entire investment. (d) The undersigned's overall commitment to investments that are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Shares will not cause such overall commitment to become excessive. (e) The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933, as amended (the “Exchange Act”), and pursuant thereto has filed reports and other documents with the Securities and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to to, the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SEC. (f) The undersigned understands that the price risk of the Shares has been determined arbitrarily by economic losses from operations of the Company and may exceed the market price total loss of my investment. I believe that the Shares investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to be quoted on the over the counter bulletin board. The undersigned further understands that there is a substantial risk of further dilution on his my investment in the Company. (f) I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Disclosure Package, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the Offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. I have received all information and material regarding the Company that I have requested. (g) Other I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D promulgated by the Securities and Exchange Commission pursuant to the Securities Act in connection with evaluating such merits and risks. (h) I have relied solely upon my own investigation in making a decision to invest in the Company. (i) I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth hereinherein and in the Disclosure. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (j) I have had full opportunity to ask questions and to receive satisfactory answers concerning the undersigned is not relying upon Offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction. (k) I have been provided an opportunity to obtain any other information, representation or warranty by additional information concerning the Offering and the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, and all other information to the extent deemed appropriate by the undersignedCompany possesses such information or can acquire it without unreasonable effort or expense. (l) I am an "accredited investor" as defined in Section 2(15) of the Act and in Rule 501 promulgated thereunder. (m) I understand that (i) the Securities and the underlying Common Stock have not been registered under the Securities Act, with or the undersigned’s own advisers as securities laws of certain states in reliance on specific exemptions from registration, (ii) no securities administrator of any state or the federal government has recommended or endorsed this Offering or made any finding or determination relating to the financial, tax, legal and related matters concerning fairness of an investment in the Shares Company and (iii) the Company is relying on that basis believes that his or its my representations and agreements for the purpose of determining whether this transaction meets the requirements of the exemptions afforded by the Securities Act and certain state securities laws. (n) I have been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Shares Company in view of my overall financial needs and with respect to the legal and tax implications of such investment. (o) If the Investor is suitable a corporation, company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and appropriate qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so. (p) I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription, and any agreements made in connection herewith shall survive my death or disability. (q) I hereby acknowledge and am aware that on November 6, 1996, the Board of Directors of The Nasdaq Stock Market approved certain changes to the maintenance requirements that companies listed on the Nasdaq SmallCap Market (such as the Company) must meet in order to continue to have their securities quoted on the Nasdaq SmallCap Market and that such new requirements, if implemented, could cause the Common Stock and Warrants of the Company to no longer be quoted on the Nasdaq SmallCap Market. (r) I acknowledge and am aware that the Company has a history of net losses (including a net loss of $4,423,792 for the undersignednine months ended September 30, 1996), and that as of September 30, 1996, the Company had an accumulated deficit of $9,910,074 and a working capital deficit of $6,510,540. (s) I acknowledge that Whale Securities Co., L.P., is entitled to receive from the Company a finder's fee in connection with this Offering equal to 5% of the gross proceeds received by the Company, as well as Warrants in a number equal to 5% of the aggregate Warrants issued to Investors in this Offering.

Investor Representations and Warranties. The undersigned hereby acknowledgesI acknowledge, represents represent and warrants warrant to, and agrees agree with, the Company and its affiliates as follows: (a) The undersigned has full power and authority to enter into this Agreement, the execution and delivery I am aware that my investment involves a high degree of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersigned.risk; (b) The undersigned understands I acknowledge and am aware that there is no assurance as to the Company is under no obligation to register future performance of the Company; (c) I am purchasing the Shares for my own account for investment and not with a view to or for sale in connection with the distribution of the Shares nor with any present intention of selling or otherwise disposing of all or any part of the Shares. I agree that I must bear the economic risk of my investment for an indefinite period of time because, among other reasons, the shares have not been registered under the Securities Act of 1933 (the “Securities Act, ”) or to assist the undersigned in complying with the Securities Act or under the securities laws of any state states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the United States Securities Act and under applicable securities laws of such states or of any foreign jurisdiction. (c) The undersigned understands an exemption from such registration is available. I hereby authorize the Company to place a legend denoting the restriction on the certificates to be issued. I acknowledge that an investment in no public market may develop for the Shares is a speculative investment that involves a high degree of risk and the potential loss of his entire investmentShares. (d) The undersigned's overall commitment I further acknowledge my understanding that the Company’s reliance on such exemptions referred to investments that are not readily marketable is not disproportionate to in subsection (c) above are, in part, based upon the undersigned's net worthforegoing representations, warranties, and an investment in agreements by me and that the statutory basis for such exemptions would not be present, if, notwithstanding such representations, warranties and agreements, I were acquiring the Shares for resale on the occurrence or non-occurrence of some pre-determined event. In order to induce the Company to issue and sell the Shares subscribed for hereby to me, it is agreed that the Company will not cause have no obligation to recognize the ownership, beneficial or otherwise, of such overall commitment to become excessive.Shares or any part thereof by anyone, except as set forth herein; (e) The undersigned has received all documents, records, books and other information pertaining I have the financial ability to bear the undersigned’s economic risk of my investment in the Company that has been requested by the undersigned. The undersigned has been advised that the Company is subject to the reporting requirements of the Securities Exchange Act of 1933, as amended (the “Exchange Act”including its possible total loss), have adequate means for providing for my current needs and pursuant thereto has filed reports personal contingencies and other documents have no need for liquidity with the Securities and Exchange Commission which are available respect to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review of the Filed Documents as the undersigned has deemed necessary, including, but not limited to the section entitled “RISK FACTORS” my investment in the Company’s latest S-1/A filed with the SEC.; (f) The undersigned understands that the price of the Shares has been determined arbitrarily by the Company I have such knowledge and may exceed the market price of the Shares experience in financial and business matters as to be quoted on capable of evaluating the over the counter bulletin board. The undersigned further understands that there is a substantial risk merits and risks of further dilution on his investment in the Company. (g) Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company; (g) I: _________________ (1) Have carefully read this Subscription Agreement and the Company’s Securities and Exchange Commission (“SEC”) filings and all subsequent filings filed with the SEC and have evaluated the risks of a purchase of the Shares and have relied solely (except as indicated in subsection (2) and (3)) on the information contained in this Subscription Agreement; (2) Have been provided an opportunity to obtain any additional information concerning the offering, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; and (3) Have been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the offering and other matters pertaining to this investment. In addition, as required by Section 517.061(11)(a)(3), Florida Statutes and by Rule 3E-500.05(a) thereunder, I may have, at the offices of the Company, at any reasonable hour, after reasonable prior notice, access to the materials set forth in the Rule which the Company can obtain without unreasonable effort or expense. (h) If the undersigned is suitable a corporation, trust, partnership, employee benefit plan, individual retirement account, Kxxxx Plan, or other tax-exempt entity, it is authorized and appropriate qualified to become an investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so; (i) No representations or warranties have been made to the undersigned by the Company, or any of their respective officers, employees, agents, affiliates or attorneys; (j) The information contained in Section 2.2 of this Subscription Agreement is true and correct including any information which I have furnished and furnish to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and if there should be any material change in such information prior to acceptance of my subscription, I will furnish such revised or corrected information to the Company; (k) I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable state laws including the undersignedthree day rights under Florida law, I am not entitled to cancel, terminate or revoke this subscription, and any agreements made in connection herewith shall survive my death or disability; (l) Where applicable, I agree to be bound by any restrictions on resale of the Shares required by applicable state laws.

Investor Representations and Warranties. The undersigned hereby acknowledges, Investor represents and warrants to, and agrees with, the Company and its affiliates as followsto Peak that: (a) The undersigned Investor meets the definition of an “accredited investor” as that term is defined in Regulation D and has full power completely and authority to enter into this Agreement, accurately filled out the execution and delivery of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersigned.Accredited Investor Purchaser Questionnaire attached hereto as Schedule A. (b) The undersigned understands Investor acknowledges and agrees that the Company Securities are being offered in a transaction not involving any public offering within the meaning of the Securities Act, that the Securities have not been registered under the Securities Act and that Peak is under no obligation not required to register the Shares Securities except as set forth in Section 8 of this Subscription Agreement. The Investor acknowledges and agrees that the Securities may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except (i) to Peak or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to Rule 144 under the Securities Act or another applicable exemption from the registration requirements of the Securities Act, and, in each case, in accordance with any applicable securities laws of the states of the United States and other applicable jurisdictions, and that any certificates or book entries representing the Securities shall contain a restrictive legend to such effect. The Investor acknowledges and agrees that the Securities will be subject to the foregoing transfer restrictions and, as a result of these transfer restrictions, the Investor may not be able to readily offer, resell, transfer, pledge or otherwise dispose of the Securities and may be required to bear the financial risk of an investment in the Securities for an indefinite period of time. The Investor acknowledges and agrees that the Securities will not immediately be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act, and that the provisions of Rule 144(i) will apply to the Securities. The Investor acknowledges and agrees that it has been advised to consult legal, tax and accounting advisors prior to making any offer, resale, transfer, pledge or to assist the undersigned in complying with the Securities Act or the securities laws disposition of any state of the United States or of any foreign jurisdictionSecurities. (c) The undersigned understands Investor acknowledges and agrees that an investment the Investor is purchasing the Securities from Peak. The Investor further acknowledges that there have been no representations, warranties, covenants and agreements made to the Investor by or on behalf of Peak, the Company, any of their respective affiliates or any control persons, officers, directors, employees, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of Peak expressly set forth in the Shares is a speculative investment that involves a high degree Section 5 of risk and the potential loss of his entire investmentthis Subscription Agreement. (d) The undersigned's overall commitment Investor acknowledges and agrees that the Investor has received such information as the Investor deems necessary in order to investments that are not readily marketable is not disproportionate make an investment decision with respect to the undersigned's net worthSecurities, including the business of Peak and its subsidiaries. Without limiting the generality of the foregoing, the Investor acknowledges that it has reviewed Xxxx’s filings with the SEC. The Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the Investor and the Investor’s professional advisor(s), if any, have deemed necessary to make an investment in decision with respect to the Shares will not cause such overall commitment to become excessiveSecurities. (e) The undersigned has received all documentsInvestor became aware of this offering of the Securities solely by means of direct contact between the Investor and Peak, recordsthe Company or a representative of Peak or the Company, books and other information pertaining the Securities were offered to the undersignedInvestor solely by direct contact between the Investor and Peak, the Company or a representative of Peak or the Company. The Investor did not become aware of this offering of the Securities, nor were the Securities offered to the Investor, by any other means. The Investor acknowledges that the Securities (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Investor acknowledges that there have not been, and the Investor hereby agrees that it is not relying upon, and has not relied upon, any statement, covenant, agreement, representation or warranty made by any person, firm or corporation (including, without limitation, Peak, the Company, any of their respective affiliates or any control persons, officers, directors, employees, agents, representatives, legal counsel, financial advisors or accountants of any of the foregoing), other than the representations and warranties of Peak contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in Peak. (f) The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Securities, including those set forth in Peak’s filings with the SEC. The Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities, and the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision. The Investor acknowledges that the Investor shall be responsible for any of the Investor’s tax liabilities that may arise as a result of the transactions contemplated by this Subscription Agreement, and that neither Peak nor the Company has provided any tax advice or any other representation or guarantee regarding the tax consequences of the transactions contemplated by the Subscription Agreement. (g) Alone, or together with any professional advisor(s), the Investor has adequately analyzed and fully considered the risks of an investment in the Securities and determined that the Securities are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in Peak. The Investor acknowledges specifically that a possibility of total loss exists. (h) In making its decision to purchase the Company Securities, the Investor has relied solely upon independent investigation made by the Investor and the representations and warranties of Peak in Section 5. (i) The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Securities or made any findings or determination as to the fairness of this investment. (j) If the Investor is not an individual, the Investor has been requested duly formed or incorporated and is validly existing and is in good standing under the laws of its jurisdiction of formation or incorporation, with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement. (k) The execution, delivery and performance by the undersignedInvestor of this Subscription Agreement, the purchase of the Securities hereunder, the compliance by the Investor with all of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein are within the powers of the Investor, have been duly authorized and will not constitute or result in a breach, violation or default, conflict with or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Investor pursuant to the terms of (a) any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, (b) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or undertaking, to which the Investor is a party, by which the Investor is bound or to which any of the property or assets of the Investor is subject, and (c) if the Investor is not an individual, the Investor’s organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The undersigned signature of the Investor on this Subscription Agreement is genuine, and the signatory has legal competence and capacity to execute the same or the signatory has been advised duly authorized to execute the same, and, assuming that this Subscription Agreement constitutes the valid and binding agreement of Peak, this Subscription Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. (l) Neither the Investor nor, if the Investor is not an individual, any of its officers, directors, managers, managing members, general partners or any other person acting in a similar capacity or carrying out a similar function, is (i) a person named on the Specially Designated Nationals and Blocked Persons List, the Foreign Sanctions Evaders List, the Sectoral Sanctions Identification List, or any other similar list of sanctioned persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), or any similar list of sanctioned persons administered by the European Union or any individual European Union member state, including the United Kingdom (collectively, “Sanctions Lists”); (ii) directly or indirectly owned or controlled by, or acting on behalf of, one or more persons on a Sanctions List; (iii) organized, incorporated, established, located or resident, or a citizen, national, or the government, including any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, Venezuela, the Crimea region of Ukraine, or any other country or territory embargoed or subject to substantial trade restrictions by the United States, the European Union or any individual European Union member state, including the United Kingdom; (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (collectively, a “Prohibited Investor”). The Investor represents that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), that the Company Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. The Investor also represents that it maintains policies and procedures reasonably designed to ensure compliance with sanctions administered by the United States, the European Union, or any individual European Union member state, including the United Kingdom, to the extent applicable to it. The Investor further represents that the funds held by the Investor and used to purchase the Securities were legally derived and were not obtained, directly or indirectly, from a Prohibited Investor. (m) If the Investor is or is acting on behalf of (i) an employee benefit plan that is subject to the reporting requirements Title I of the Securities Exchange Employee Retirement Income Security Act of 19331974, as amended (“ERISA”), (ii) a plan, an individual retirement account or other arrangement that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Exchange ActCode”), (iii) an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement described in clauses (i) and pursuant thereto (ii) (each, an “ERISA Plan”), or (iv) an employee benefit plan that is a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA), a non-U.S. plan (as described in Section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing clauses (i), (ii) or (iii) but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws,” and together with ERISA Plans, “Plans”), the Investor represents and warrants that (A) neither Peak nor any of its affiliates has filed reports provided investment advice or has otherwise acted as the Plan’s fiduciary, with respect to its decision to acquire and other documents hold the Securities, and Peak is not the Plan’s fiduciary with respect to any decision in connection with the Securities Investor’s investment in the Securities; and Exchange Commission which are available to the Company for review at xxx.xxx.xxx (the “Filed Documents”). The undersigned has made such review B) its purchase of the Filed Documents as Securities will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the undersigned has deemed necessaryCode, including, but not limited to the section entitled “RISK FACTORS” in the Company’s latest S-1/A filed with the SECor any applicable Similar Law. (fn) The undersigned understands that Investor is not a foreign person (as defined in 31 C.F.R. Part 800.224) in which the price national or subnational governments of the Shares has been determined arbitrarily by the Company and may exceed the market price of the Shares to be quoted on the over the counter bulletin board. The undersigned further understands that there is a single foreign state have a substantial risk of further dilution on his investment interest (as defined in the Company31 C.F.R. Part 800.244). (go) Other than as set forth herein[Reserved]. (p) The Investor acknowledges that Peak continues to review the SEC Statement, Redeemable Share Classification Changes and their respective implications, including on the undersigned is not relying upon financial statements and other information included in its SEC Reports, and any restatement, revision or other modification of the SEC Reports relating to or arising from such review, any subsequent related agreements or any other information, representation guidance from the Staff of the SEC with respect to the SEC Statement or warranty Redeemable Share Classification Changes shall be deemed not material for purposes of this Agreement. (q) No broker or finder is entitled to any brokerage or finder’s fee or commission payable by the Company or any officer, director, stockholder, agent or representative Investor solely in connection with the sale of the Company in determining to invest in the Shares. The undersigned has consulted, Securities to the extent deemed appropriate Investor based on any arrangement entered into by or on behalf of the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersignedInvestor.