Common use of Investor Representations, Warranties and Covenants Clause in Contracts

Investor Representations, Warranties and Covenants. The undersigned hereby acknowledges, represents and warrants to, and agrees with the Company as follows: (a) The undersigned is acquiring the Shares for the undersigned’s own account as principal, for investment purposes only, and not with a view to, or for, resale or distribution of all or any part of the Shares and no other person has a direct or indirect beneficial interest in such Shares; (b) The undersigned acknowledges its 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 Rule 505 of Regulation D (“Regulation D”) promulgated thereunder and Section 4(6) of the Securities Act, and, in furtherance thereof, the undersigned represents and warrants to and agrees with the Company that the undersigned has the financial ability to bear the economic risk of the undersigned’s investment, has adequate means for providing for the undersigned’s current needs and contingencies and has no need for liquidity with respect to the undersigned’s investment in the Shares. (c) The undersigned is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act. The undersigned hereby certifies that the information set forth in the attached Accredited Investor Questionnaire is accurate and complete as of the date of this Agreement. (d) The undersigned: (i) has been furnished with a copy of the Memorandum and any other documents which have been made available upon request and the undersigned has carefully read the Memorandum and understands and has evaluated the risks of a purchase of the Shares including the risks set forth under “Risk Factors” in the Memorandum; and has relied solely on the information contained in the Memorandum, and any supplemental written information furnished pursuant to Subsection (ii) below; (ii) has been given the opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of the Offering of the Shares and has been given the opportunity to obtain additional information necessary to satisfy the undersigned as to the accuracy of the information contained in the Memorandum to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense and has not been furnished with any other offering literature except as referred to in the Memorandum; (iii) has not relied on any oral representation, warranty or information in connection with the Offering of the Shares by the Company, or any officer, employee, agent or affiliate of the Company; (iv) has determined that the Shares are a suitable investment for the undersigned and that at this time the undersigned can bear a complete loss of the undersigned’s investment therein; (v) has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of the undersigned’s investment in the Shares; (e) If the undersigned is a corporation, limited liability company, partnership, trust, qualified plan or other entity, it is authorized and qualified to become a holder of the Shares and the person signing this Subscription Agreement on behalf of such entity has been duly authorized to do so; (f) Any information which the undersigned has heretofore furnished and herewith furnishes to the Company with respect to the undersigned’s 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 issuance to the undersigned of the Shares, the undersigned will immediately furnish such revised or corrected information to the Company; (g) The foregoing acknowledgments, representations, warranties and agreements shall survive the closing at which the Shares are issued; (h) The undersigned acknowledges that the undersigned has not purchased the Shares as a result of any general solicitation or general advertising; and (i) The undersigned’s overall commitment to investments which are not readily marketable is not disproportionate to the undersigned’s net worth, and the undersigned’s prospective investment in the Company and will not cause such overall commitment to become excessive.

Investor Representations, Warranties and Covenants. The undersigned hereby acknowledges, represents and warrants to, and agrees with the Company as follows: (a) The undersigned is acquiring the Shares Debenture for the undersigned’s own account as principal, for investment purposes only, and not with a view to, or for, resale or distribution of all or any part of the Debenture or any shares of the Company’s Common Stock, par value $.001 per share, issued upon conversion of the Debenture (the “Underlying Shares”)(the “Debenture and the Underlying Shares are collectively referred to herein as the “Securities”), and no other person has a direct or indirect beneficial interest in such Sharesthe Securities; (b) The undersigned acknowledges its understanding that the offering and sale of the Shares Debentures is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section Sections 4(2) of the Securities Act and Rule 505 of Regulation D (“Regulation D”) promulgated thereunder and Section 4(6) of the Securities Act, and, in furtherance thereof, the undersigned represents and warrants to and agrees with the Company that the undersigned has the financial ability to bear the economic risk of the undersigned’s investment, has adequate means for providing for the undersigned’s current needs and contingencies and has no need for liquidity with respect to the undersigned’s investment in the SharesDebenture. (c) The undersigned is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act. The undersigned hereby certifies that the information set forth in the attached Accredited Investor Questionnaire is accurate and complete as of the date of this Agreement.; (d) The undersigned: (i1) has been furnished with a copy of the Memorandum and any other documents which have been made available upon request and the The undersigned has carefully read the Memorandum and understands and has evaluated the risks of a purchase of the Shares including the risks set forth under “Risk Factors” in the Memorandum; and has relied solely on the information contained in the Memorandum, and any supplemental written information furnished pursuant to Subsection (ii) belowDebenture; (ii2) has been given the opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of the Offering offering of the Shares Debentures, and has been given the opportunity to obtain additional such information necessary to satisfy as the undersigned as to has deemed necessary regarding the accuracy of Company, the information contained in Debenture or the Memorandum Underlying Shares to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense and has not been furnished with any other offering literature except as referred to in the Memorandumeffort; (iii3) has not relied on any oral representation, warranty or information in connection with the Offering offering of the Shares Debentures by the Company, or any officer, employee, agent or affiliate of the Company; (iv4) has determined that the Shares are Debenture is a suitable investment for the undersigned and that at this time the undersigned can bear a complete loss of the undersigned’s investment therein; (v5) has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of the undersigned’s investment in the SharesDebenture; (e) If the undersigned is a corporation, limited liability company, partnership, trust, qualified plan or other entity, it is authorized and qualified to become a holder of the Shares Securities, and the person signing this Subscription Agreement on behalf of such entity has been duly authorized to do so; (f) Any information which the undersigned has heretofore furnished and herewith furnishes to the Company with respect to the undersigned’s 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 issuance to the undersigned of the SharesDebenture, the undersigned will immediately furnish such revised or corrected information to the Company; (g) The foregoing acknowledgments, representations, warranties and agreements shall survive the closing at which the Shares are Debenture is issued; (h) The undersigned acknowledges that the undersigned has not purchased the Shares Debenture as a result of any general solicitation or general advertising; and (i) The undersigned’s overall commitment to investments which are not readily marketable is not disproportionate to the undersigned’s net worth, worth and the undersigned’s prospective investment in the Company Debenture and will not cause such overall commitment to become excessive.

Investor Representations, Warranties and Covenants. The undersigned hereby acknowledges, represents and warrants to, and agrees with the Company as follows: (a) a. The undersigned is acquiring the Shares for the undersigned’s own account as principal, for investment purposes only, and not with a view to, or for, resale or distribution of all or any part of the Shares Shares, and no other person has a direct or indirect beneficial interest in such Shares; (b) b. The undersigned acknowledges its 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 Rule 505 506 of Regulation D (“Regulation D”) promulgated thereunder and Section 4(6) of the Securities Act, and, in furtherance thereof, the undersigned represents and warrants to and agrees with the Company that the undersigned has the financial ability to bear the economic risk of the undersigned’s investment, has adequate means for providing for the undersigned’s current needs and contingencies and has no need for liquidity with respect to the undersigned’s investment in the Shares. (c) c. The undersigned is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act. The undersigned hereby certifies that Act and has completed the information set forth in the attached Accredited Investor Questionnaire is accurate and complete as of the date of this Agreement.furnished herewith; (d) d. The undersigned: (i) i. has been furnished with a copy of the Memorandum and any other documents which have been made available upon request and the undersigned has carefully read the Memorandum and understands and has evaluated the risks of a purchase of the Shares Shares, including the risks set forth under “Risk Factors” in the Memorandum; and has relied solely on the information contained in the Memorandum, and any supplemental written information furnished pursuant to Subsection (ii) below; (ii) . has been given the opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of the Offering of the Shares Shares, and has been given the opportunity to obtain additional information necessary to satisfy the undersigned himself as to the accuracy of the information contained in the Memorandum to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense and has not been furnished with any other offering literature except as referred to in the Memorandum; (iii) . has not relied on any oral representation, warranty or information in connection with the Offering of the Shares by the Company, or any officer, employee, agent or affiliate of the CompanyCompany or the Placement Agent; (iv) . has determined that the Shares are a suitable investment for the undersigned and that at this time the undersigned can bear a complete loss of the undersigned’s investment therein; (v) v. has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of the undersigned’s investment in the Shares; (e) vi. If the undersigned is a corporation, limited liability company, partnership, trust, qualified plan or other entity, it is authorized and qualified to become a holder of the Shares Shares, and the person signing this Subscription Agreement on behalf of such entity has been duly authorized to do so; (f) vii. Any information which the undersigned has heretofore furnished and herewith furnishes to the Company with respect to the undersigned’s financial position and business experience experience, including, without limitation, the undersigned’s Accredited Investor Questionnaire, is correct and complete as of the date of this Agreement and if there should be any material change in such information prior to issuance to the undersigned of the Shares, the undersigned Undersigned will immediately furnish such revised or corrected information to the Company; (g) viii. The foregoing acknowledgments, representations, warranties and agreements shall survive the closing at which the Shares are issued; (h) ix. The undersigned acknowledges that the undersigned has not purchased the Shares as a result of any general solicitation or general advertising; and (i) x. The undersigned’s overall commitment to investments which are not readily marketable is not disproportionate to the undersigned’s net worth, and the undersigned’s prospective investment in the Company and will not cause such overall commitment to become excessive.

Investor Representations, Warranties and Covenants. The undersigned hereby acknowledges, represents and warrants to, and agrees with the Company as follows: (a) The undersigned is acquiring the Shares and the Warrants for the undersigned’s own account as principal, for investment purposes only, and not with a view to, or for, resale or distribution of all or any part of the Shares and the Warrants, and no other person has a direct or indirect beneficial interest in such SharesShares or Warrants; (b) The undersigned acknowledges its understanding that the offering and sale of the Shares and the Warrants 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 Rule 505 of Regulation D (“Regulation D”) promulgated thereunder and Section 4(6) of the Securities Act, and, in furtherance thereof, the undersigned represents and warrants to and agrees with the Company that the undersigned has the financial ability to bear the economic risk of the undersigned’s investment, has adequate means for providing for the undersigned’s current needs and contingencies and has no need for liquidity with respect to the undersigned’s investment in the SharesShares and the Warrants. (c) The undersigned is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act. The undersigned hereby certifies that the information set forth in the attached Accredited Investor Questionnaire is accurate and complete as of the date of this Agreement. (d) The undersigned: (i1) has been furnished with a copy of the Memorandum and any other documents which have been made available upon request and the undersigned has carefully read the Memorandum and understands and has evaluated the risks of a purchase of the Shares and the Warrants, including the risks set forth under “Risk Factors” in the Memorandum; and has relied solely on the information contained in the Memorandum, and any supplemental written information furnished pursuant to Subsection (ii) below; (ii2) has been given the opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of the Offering of the Shares and the Warrants, and has been given the opportunity to obtain additional information necessary to satisfy the undersigned as to the accuracy of the information contained in the Memorandum to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense and has not been furnished with any other offering literature except as referred to in the Memorandum; (iii3) has not relied on any oral representation, warranty or information in connection with the Offering of the Shares and the Warrants by the Company, or any officer, employee, agent or affiliate of the Company; (iv4) has determined that the Shares and the Warrants are a suitable investment for the undersigned and that at this time the undersigned can bear a complete loss of the undersigned’s investment therein; (v5) has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of the undersigned’s investment in the SharesShares and the Warrants; (e) If the undersigned is a corporation, limited liability company, partnership, trust, qualified plan or other entity, it is authorized and qualified to become a holder of the Shares and the Warrants, and the person signing this Subscription Agreement on behalf of such entity has been duly authorized to do so; (f) Any information which the undersigned has heretofore furnished and herewith furnishes to the Company with respect to the undersigned’s 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 issuance to the undersigned of the SharesShares and the Warrants, the undersigned will immediately furnish such revised or corrected information to the Company; (g) The foregoing acknowledgments, representations, warranties and agreements shall survive the closing at which the Shares and the Warrants are issued; (h) The undersigned acknowledges that the undersigned has not purchased the Shares or the Warrants as a result of any general solicitation or general advertising; and (i) The undersigned’s overall commitment to investments which are not readily marketable is not disproportionate to the undersigned’s net worth, and the undersigned’s prospective investment in the Company and will not cause such overall commitment to become excessive.

Investor Representations, Warranties and Covenants. The undersigned hereby acknowledges, represents and warrants to, and agrees with the Company as followsfollows as of the date hereof: (a) The undersigned is acquiring the Shares Debenture for the undersigned’s own account as principal, for investment purposes only, and not with a view to, or for, resale or distribution of all or any part of the Debenture or any shares of the Company’s Common Stock, par value $0.01 per share, issued upon conversion of the Debenture (the “Underlying Shares”)(the “Debenture and the Underlying Shares are collectively referred to herein as the “Securities”), and no other person has a direct or indirect beneficial interest in such Sharesthe Securities; (b) The undersigned acknowledges its understanding that the offering and sale of the Shares Debentures is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section Sections 4(2) of the Securities Act and Rule 505 of Regulation D (“Regulation D”) promulgated thereunder and Section 4(6) of the Securities Act, and, in furtherance thereof, the undersigned represents and warrants to and agrees with the Company that the undersigned has the financial ability to bear the economic risk of the undersigned’s investment, has adequate means for providing for the undersigned’s current needs and contingencies and has no need for liquidity with respect to the undersigned’s investment in the SharesDebenture. (c) The undersigned is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act. The undersigned hereby certifies that the information set forth in the attached Accredited Investor Questionnaire is accurate and complete as of the date of this Agreement.; (d) The undersigned: (i1) has been furnished with a copy of the Memorandum and any other documents which have been made available upon request and the The undersigned has carefully read the Memorandum and understands and has evaluated the risks of a purchase of the Shares including the risks set forth under “Risk Factors” in the Memorandum; and has relied solely on the information contained in the Memorandum, and any supplemental written information furnished pursuant to Subsection (ii) belowDebenture; (ii2) has been given the opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of the Offering offering of the Shares Debentures, and has been given the opportunity to obtain additional such information necessary to satisfy as the undersigned as to has deemed necessary regarding the accuracy of Company, the information contained in Debenture or the Memorandum Underlying Shares to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense and has not been furnished with any other offering literature except as referred to in the Memorandumeffort; (iii3) has not relied on any oral representation, warranty or information in connection with the Offering offering of the Shares Debentures by the Company, or any officer, employee, agent or affiliate of the Company; (iv4) has determined that the Shares are Debenture is a suitable investment for the undersigned and that at this time the undersigned can bear a complete loss of the undersigned’s investment therein; (v5) has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of the undersigned’s investment in the SharesDebenture; (e) If the undersigned is a corporation, limited liability company, partnership, trust, qualified plan or other entity, it is authorized and qualified to become a holder of the Shares Securities, and the person signing this Subscription Agreement on behalf of such entity has been duly authorized to do so; (f) Any information which the undersigned has heretofore furnished and herewith furnishes to the Company with respect to the undersigned’s 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 issuance to the undersigned of the SharesDebenture, the undersigned will immediately furnish such revised or corrected information to the Company; (g) The foregoing acknowledgments, representations, warranties and agreements shall survive the closing at which the Shares are Debenture is issued; (h) The undersigned acknowledges that the undersigned has not purchased the Shares Debenture as a result of any general solicitation or general advertising; and (i) The undersigned’s overall commitment to investments which are not readily marketable is not disproportionate to the undersigned’s net worth, and the undersigned’s prospective investment in the Company Debenture and will not cause such overall commitment to become excessive.

Investor Representations, Warranties and Covenants. The undersigned hereby acknowledges, represents and warrants to, and agrees with with, the Company as follows: (a1) The undersigned is acquiring the Shares Notes and Warrants for the undersigned’s own account as principal, for investment purposes only, and not with a view to, or for, resale or distribution of all or any part of the Shares Notes, the Warrants or the shares of the common stock of the Company (the “Common Stock”) issuable upon conversion of the Notes or exercise of the Warrants (collectively, the “Securities”), and no other person has a direct or indirect beneficial interest in the Securities. The undersigned does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such Sharesperson or to any third person, with respect to any of the Securities; (b2) The undersigned acknowledges its understanding that the offering and sale of the Shares Notes and Warrants 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 Rule 505 506 of Regulation D (“Regulation D”) promulgated thereunder and Section 4(6) of the Securities Act, and, in furtherance thereof, the undersigned represents and warrants to and agrees with the Company that the undersigned has the financial ability to bear the economic risk of the undersigned’s investment, has adequate means for providing for the undersigned’s current needs and contingencies and has no need for liquidity with respect to the undersigned’s investment in the Shares.Securities; (c3) The undersigned is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act. The undersigned hereby certifies that Act and has completed the information set forth in the attached Accredited Investor Questionnaire is accurate and complete as of the date of this Agreement.furnished herewith; (d4) The undersigned: (ia) has been furnished with a copy of the Memorandum Memorandum, the Term Sheet for the Notes, the form of Note, the form of Warrant and any other documents which that have been made available upon request request, and the undersigned has carefully read the Memorandum and understands and has evaluated the risks of a purchase of the Shares Notes and Warrants, including the risks set forth under “Risk Factors” in the Registration Statement on Form 10-SB (the “10-SB”) attached to the Memorandum; and has relied solely on the information contained in the Memorandum, the Exhibits attached thereto, and any supplemental written information furnished pursuant to Subsection (iib) below; (iib) has been given the opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of the Offering offering of the Shares Notes and Warrants, and has been given the opportunity to obtain such additional information necessary to satisfy the undersigned himself as to the accuracy of the information contained in the Memorandum and the 10-SB or that which was otherwise provided in order for him to evaluate the merits and risks of investment in the Securities to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense and has not been furnished with any other offering literature except as referred to in the Memorandumexpense; (iiic) has not relied on any oral representation, warranty or information in connection with the Offering offering of the Shares Notes and Warrants by the Company, or any officer, employee, agent or affiliate of the Company; (ivd) has determined that the Shares Notes and Warrants are a suitable investment for the undersigned and that at this time the undersigned can bear a complete loss of the undersigned’s investment therein; (ve) has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of the undersigned’s investment in the SharesNotes and Warrants; (e5) If the undersigned is a partnership, corporation, limited liability company, partnership, trust, qualified plan or other entity, it is authorized and qualified to become a holder of the Shares Notes and Warrants, and the person signing this Subscription Agreement on behalf of such entity has been duly authorized to do so; (f6) If the undersigned is not an individual, the undersigned has not been organized for the purpose of acquiring the Notes and Warrants; (7) Any information which that the undersigned has heretofore furnished and herewith furnishes to the Company with respect to the undersigned’s financial position and business experience experience, including, without limitation, the undersigned’s Accredited Investor Questionnaire, is correct and complete as of the date of this Agreement and if there should be any material change in such information prior to issuance to the undersigned of the Shares, the undersigned will immediately furnish such revised or corrected information to the CompanySubscription Agreement; (g) 8) The foregoing acknowledgments, representations, warranties and agreements shall survive the closing at which the Shares Notes and Warrants are issued; (h9) The undersigned acknowledges that the undersigned has not purchased the Shares Notes and Warrants as a result of any general solicitation or general advertising; and; (i10) The undersigned’s overall commitment to investments which that are not readily marketable is not disproportionate to the undersigned’s net worth, and the undersigned’s prospective investment in the Company and will not cause such overall commitment to become excessive; (11) The undersigned agrees that following the Company’s first Public Offering of its securities, the undersigned will not publicly sell, transfer or assign any of the Securities for such period after the Public Offering, not to exceed 120 days, as the managing underwriter of the Public Offering may require; and (12) The undersigned acknowledges that the Company will pay a placement agent’s fee to TN Capital Equities, Ltd. and/or European American Securities, Inc. (collectively, the “Placement Agent”), as applicable, in connection with the undersigned’s investment in the Company.

Investor Representations, Warranties and Covenants. The undersigned hereby acknowledges, represents and warrants to, and agrees with with, the Company as follows: (a1) The undersigned is acquiring the Shares Notes and Warrants for the undersigned’s own account as principal, for investment purposes only, and not with a view to, or for, resale or distribution of all or any part of the Shares Notes, the Warrants or the shares of the common stock of the Company (the “Common Stock”) issuable upon conversion of the Notes or exercise of the Warrants (collectively, the “Securities”), and no other person has a direct or indirect beneficial interest in the Securities. The undersigned does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such Sharesperson or to any third person, with respect to any of the Securities; (b2) The undersigned acknowledges its understanding that the offering and sale of the Shares Notes and Warrants 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 Rule 505 506 of Regulation D (“Regulation D”) promulgated thereunder and Section 4(6) of the Securities Act, and, in furtherance thereof, the undersigned represents and warrants to and agrees with the Company that the undersigned has the financial ability to bear the economic risk of the undersigned’s investment, has adequate means for providing for the undersigned’s current needs and contingencies and has no need for liquidity with respect to the undersigned’s investment in the Shares.Securities; (c3) The undersigned is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act. The undersigned hereby certifies that Act and has completed the information set forth in the attached Accredited Investor Questionnaire is accurate and complete as of the date of this Agreement.furnished herewith; (d4) The undersigned: (ia) has been furnished with a copy of the Memorandum Term Sheet for the Notes, the form of Note, the form of Warrant and any other documents which that have been made available upon request and the undersigned has carefully read the Memorandum and understands and has evaluated the risks of a purchase of the Shares Notes and Warrants, including the risks set forth under “Risk Factors” in the Registration Statement on Form 10-SB (the “10-SB”) attached to the Memorandum; and has relied solely on the information contained in the Memorandum, the Exhibits attached thereto, and any supplemental written information furnished pursuant to Subsection (iib) below; (iib) has been given the opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of the Offering offering of the Shares Notes and Warrants, and has been given the opportunity to obtain such additional information necessary to satisfy the undersigned himself as to the accuracy of the information contained in the Memorandum and the 10-SB or that which was otherwise provided in order for him to evaluate the merits and risks of investment in the Securities to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense and has not been furnished with any other offering literature except as referred to in the Memorandumexpense; (iiic) has not relied on any oral representation, warranty or information in connection with the Offering offering of the Shares Notes and Warrants by the Company, or any officer, employee, agent or affiliate of the Company; (ivd) has determined that the Shares Notes and Warrants are a suitable investment for the undersigned and that at this time the undersigned can bear a complete loss of the undersigned’s investment therein; (ve) has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of the undersigned’s investment in the SharesNotes and Warrants; (e5) If the undersigned is a partnership, corporation, limited liability company, partnership, trust, qualified plan or other entity, it is authorized and qualified to become a holder of the Shares Notes and Warrants, and the person signing this Subscription Agreement on behalf of such entity has been duly authorized to do so; (f6) If the undersigned is not an individual, the undersigned has not been organized for the purpose of acquiring the Notes and Warrants; (7) Any information which that the undersigned has heretofore furnished and herewith furnishes to the Company with respect to the undersigned’s financial position and business experience experience, including, without limitation, the undersigned’s Accredited Investor Questionnaire, is correct and complete as of the date of this Agreement and if there should be any material change in such information prior to issuance to the undersigned of the Shares, the undersigned will immediately furnish such revised or corrected information to the CompanySubscription Agreement; (g) 8) The foregoing acknowledgments, representations, warranties and agreements shall survive the closing at which the Shares Notes and Warrants are issued; (h9) The undersigned acknowledges that the undersigned has not purchased the Shares Notes and Warrants as a result of any general solicitation or general advertising; and; (i10) The undersigned’s overall commitment to investments which that are not readily marketable is not disproportionate to the undersigned’s net worth, and the undersigned’s prospective investment in the Company and will not cause such overall commitment to become excessive; (11) The undersigned agrees that following the Company’s first Public Offering of its securities, the undersigned will not publicly sell, transfer or assign any of the Securities for such period after the Public Offering, not to exceed 120 days, as the managing underwriter of the Public Offering may require; and (12) The undersigned acknowledges that the Company will pay a placement agent’s fee to TN Capital Equities, Ltd. and/or European American Securities, Inc. (collectively, the “Placement Agent”), as applicable, in connection with the undersigned’s investment in the Company.

Investor Representations, Warranties and Covenants. The undersigned hereby acknowledges, represents and warrants to, and agrees with the Company as followsfollows as of the date hereof: (a) The undersigned is acquiring the Shares Debenture for the undersigned’s 's own account as principal, for investment purposes only, and not with a view to, or for, resale or distribution of all or any part of the Debenture or any shares of the Company's Common Stock, par value $0.01 per share, issued upon conversion of the Debenture (the "Underlying Shares")(the "Debenture and the Underlying Shares are collectively referred to herein as the "Securities"), and no other person has a direct or indirect beneficial interest in such Sharesthe Securities; (b) The undersigned acknowledges its understanding that the offering and sale of the Shares Debentures is intended to be exempt from registration under the Securities Act of 1933, as amended (the “"Securities Act”"), by virtue of Section Sections 4(2) of the Securities Act and Rule 505 of Regulation D (“"Regulation D”") promulgated thereunder and Section 4(6) of the Securities Act, and, in furtherance thereof, the undersigned represents and warrants to and agrees with the Company that the undersigned has the financial ability to bear the economic risk of the undersigned’s 's investment, has adequate means for providing for the undersigned’s 's current needs and contingencies and has no need for liquidity with respect to the undersigned’s 's investment in the SharesDebenture. (c) The undersigned is an “"accredited investor” " as defined in Rule 501(a) of Regulation D under the Securities Act. The undersigned hereby certifies that the information set forth in the attached Accredited Investor Questionnaire is accurate and complete as of the date of this Agreement.; (d) The undersigned: (i1) has been furnished with a copy of the Memorandum and any other documents which have been made available upon request and the The undersigned has carefully read the Memorandum and understands and has evaluated the risks of a purchase of the Shares including the risks set forth under “Risk Factors” in the Memorandum; and has relied solely on the information contained in the Memorandum, and any supplemental written information furnished pursuant to Subsection (ii) belowDebenture; (ii2) has been given the opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of the Offering offering of the Shares Debentures, and has been given the opportunity to obtain additional such information necessary to satisfy as the undersigned as to has deemed necessary regarding the accuracy of Company, the information contained in Debenture or the Memorandum Underlying Shares to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense and has not been furnished with any other offering literature except as referred to in the Memorandumeffort; (iii3) has not relied on any oral representation, warranty or information in connection with the Offering offering of the Shares Debentures by the Company, or any officer, employee, agent or affiliate of the Company; (iv4) has determined that the Shares are Debenture is a suitable investment for the undersigned and that at this time the undersigned can bear a complete loss of the undersigned’s 's investment therein; (v5) has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of the undersigned’s 's investment in the SharesDebenture; (e) If the undersigned is a corporation, limited liability company, partnership, trust, qualified plan or other entity, it is authorized and qualified to become a holder of the Shares Securities, and the person signing this Subscription Agreement on behalf of such entity has been duly authorized to do so; (f) Any information which the undersigned has heretofore furnished and herewith furnishes to the Company with respect to the undersigned’s 's 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 issuance to the undersigned of the SharesDebenture, the undersigned will immediately furnish such revised or corrected information to the Company; (g) The foregoing acknowledgments, representations, warranties and agreements shall survive the closing at which the Shares are Debenture is issued; (h) The undersigned acknowledges that the undersigned has not purchased the Shares Debenture as a result of any general solicitation or general advertising; and (i) The undersigned’s 's overall commitment to investments which are not readily marketable is not disproportionate to the undersigned’s 's net worth, and the undersigned’s prospective 's investment in the Company Debenture and will not cause such overall commitment to become excessive.

Investor Representations, Warranties and Covenants. The undersigned hereby acknowledges, represents and warrants to, and agrees with the Company as follows: (a) The undersigned is acquiring the Shares Debenture for the undersigned’s own account as principal, for investment purposes only, and not with a view to, or for, resale or distribution of all or any part of the Debenture or any shares of the Company’s Common Stock, par value $.001 per share, issued upon conversion of the Debenture (the “Underlying Shares”)(the “Debenture and the Underlying Shares are collectively referred to herein as the “Securities”), and no other person has a direct or indirect beneficial interest in such Sharesthe Securities; (b) The undersigned acknowledges its understanding that the offering and sale of the Shares Debentures is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section Sections 4(2) of the Securities Act and Rule 505 of Regulation D (“Regulation D”) promulgated thereunder and Section 4(6) of the Securities Act, and, in furtherance thereof, the undersigned represents and warrants to and agrees with the Company that the undersigned has the financial ability to bear the economic risk of the undersigned’s investment, has adequate means for providing for the undersigned’s current needs and contingencies and has no need for liquidity with respect to the undersigned’s investment in the SharesDebenture. (c) The undersigned is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act. The undersigned hereby certifies that the information set forth in the attached Accredited Investor Questionnaire is accurate and complete as of the date of this Agreement.; (d) The undersigned: (i1) has been furnished with a copy of the Memorandum and any other documents which have been made available upon request and the The undersigned has carefully read the Memorandum and understands and has evaluated the risks of a purchase of the Shares including the risks set forth under “Risk Factors” in the Memorandum; and has relied solely on the information contained in the Memorandum, and any supplemental written information furnished pursuant to Subsection (ii) belowDebenture; (ii2) has been given the opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of the Offering offering of the Shares Debentures, and has been given the opportunity to obtain additional such information necessary to satisfy as the undersigned as to has deemed necessary regarding the accuracy of Company, the information contained in Debenture or the Memorandum Underlying Shares to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense and has not been furnished with any other offering literature except as referred to in the Memorandumeffort; (iii3) has not relied on any oral representation, warranty or information in connection with the Offering offering of the Shares Debentures by the Company, or any officer, employee, agent or affiliate of the Company; (iv4) has determined that the Shares are Debenture is a suitable investment for the undersigned and that at this time the undersigned can bear a complete loss of the undersigned’s investment therein; (v5) has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of the undersigned’s investment in the SharesDebenture; (e) If the undersigned is a corporation, limited liability company, partnership, trust, qualified plan or other entity, it is authorized and qualified to become a holder of the Shares Securities, and the person signing this Subscription Agreement on behalf of such entity has been duly authorized to do so; (f) Any information which the undersigned has heretofore furnished and herewith furnishes to the Company with respect to the undersigned’s 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 issuance to the undersigned of the SharesDebenture, the undersigned will immediately furnish such revised or corrected information to the Company; (g) The foregoing acknowledgments, representations, warranties and agreements shall survive the closing at which the Shares are Debenture is issued; (h) The undersigned acknowledges that the undersigned has not purchased the Shares Debenture as a result of any general solicitation or general advertising; and (i) The undersigned’s overall commitment to investments which are not readily marketable is not disproportionate to the undersigned’s net worth, and the undersigned’s prospective investment in the Company Debenture and will not cause such overall commitment to become excessive.