Common use of Other Representations and Warranties of Subscriber Clause in Contracts

Other Representations and Warranties of Subscriber. Subscriber hereby represents and warrants to the Company as follows: (a) The shares are being acquired for Subscriber's own account for investment, with no intention of distributing or selling any portion thereof within the meaning of the Securities Act, and will not be transferred by Subscriber in violation of the Securities Act or the then applicable rules or regulations there under. No one other than Subscriber has any interest in or any right to acquire the shares. Subscriber understands and acknowledges that the Company will have no obligation to recognize the ownership, beneficial or otherwise, of the shares by anyone but Subscriber. (b) Subscriber's financial condition is such that Subscriber is able to bear the risk of holding the shares that Subscriber may acquire pursuant to this agreement, for an indefinite period of time, and the risk of loss of Subscriber's entire investment in the Company. (c) Subscriber has received, has read and understood and is familiar with the Company's Offering Circular, including, without limitation, the risk factors included therein (the "Offering Circular") and this Subscription Agreement. (d) The Company has made available all additional information which Subscriber has requested in connection with the Company and its representatives and Subscriber has been afforded an opportunity to make further inquiries of the Company and its representatives and the opportunity to obtain any additional information (to the extent the Company has such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of information contained in the Offering Circular or otherwise furnished by the Company to Subscriber. (e) No representations or warranties have been made to Subscriber by the Company, or any representative of the Company, or any securities broker/dealer, other than as set forth in the Offering Circular and this Subscription Agreement. (f) Subscriber has investigated the acquisition of the shares to the extent Subscriber deemed necessary or desirable and the Company has provided Subscriber with any reasonable assistance Subscriber has requested in connection therewith. (g) Subscriber, either personally, or together with his advisors (other than any securities broker/dealers who may receive compensation from the sale of any of the shares), has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of purchasing the shares and of making an informed investment decision with respect thereto. (h) Subscriber is aware that Subscriber's rights to transfer the shares are restricted by the Securities Act, applicable state securities laws and the absence of a market for the shares, and Subscriber will not offer for sale, sell or otherwise transfer the shares without registration under the Securities Act and qualification under the securities laws of all applicable states, unless such sale would be exempt there from. (i) Subscriber understands and agrees that the shares it acquires have not been registered under the Securities Act or any state securities act in reliance on an exemption for private offerings and that the Company has no obligation to effectuate any such registration. Subscriber further acknowledges that Subscriber is purchasing the shares without being furnished any offering literature or prospectus other than the Offering Circular and this Subscription Agreement. (j) Any certificate representing the shares will be endorsed with a legend similar to the following: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BUT HAVE BEEN OFFERED AND SOLD IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(b) OF THE ACT AND REGULATION A PROMULGATED THEREUNDER IN A PUBLIC OFFERING. THE SHARES ARE SUBJECT TO ANY RESTRICTIONS ON RESALE, IF ANY, REQUIRED FOR COMPLIANCE WITH RESALE OF SHARES ACQUIRED IN RELIANCE ON REGULATION A. (k) Subscriber also acknowledges and agrees to the following: (i) an investment in the shares is speculative and involves a high degree of risk of loss of the entire investment in the Company; and (ii) no public market exists and there is no assurance that any public market may ever develop either for the shares and that, as a result, Subscriber may not be able to liquidate Subscriber's investment in the shares should a need arise to do so. (l) Subscriber is not dependent for liquidity on any of the amounts Subscriber is investing in the shares. (m) Subscriber's address set forth below is his or her correct residence address. (n) Subscriber has full power and authority to make the representations referred to herein, to purchase the shares and to execute and deliver this Subscription Agreement. (o) Subscriber understands that the foregoing representations and warranties are to be relied upon by the Company as a basis for the exemptions from registration and qualification of the sale of the shares under the federal and state securities laws and for other purposes. The foregoing representations and warranties are true and accurate as of the date hereof and shall survive such date. If any of the above representations and warranties shall cease to be true and accurate prior to the acceptance of this Subscription, Subscriber shall give prompt notice of such fact to the Company by telegram, or facsimile or e-mail, specifying which representations and warranties are not true and accurate and the reasons therefore.

Other Representations and Warranties of Subscriber. Subscriber hereby represents and warrants to the Company as follows: (a) The shares are being acquired for Subscriber's ’s own account for investment, with no intention of distributing or selling any portion thereof within the meaning of the Securities Act, and will not be transferred by Subscriber in violation of the Securities Act or the then applicable rules or regulations there under. No one other than Subscriber has any interest in or any right to acquire the shares. Subscriber understands and acknowledges that the Company will have no obligation to recognize the ownership, beneficial or otherwise, of the shares by anyone but Subscriber. (b) Subscriber's ’s financial condition is such that Subscriber is able to bear the risk of holding the shares that Subscriber may acquire pursuant to this agreement, for an indefinite period of time, and the risk of loss of Subscriber's ’s entire investment in the Company. (c) Subscriber has received, has read and understood and is familiar with the Company's ’s Offering Circular, including, without limitation, the risk factors included therein (the "“Offering Circular"”) and this Subscription Agreement. (d) The Company has made available all additional information which Subscriber has requested in connection with the Company and its representatives and Subscriber has been afforded an opportunity to make further inquiries of the Company and its representatives and the opportunity to obtain any additional information (to the extent the Company has such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of information contained in the Offering Circular or otherwise furnished by the Company to Subscriber. (e) No representations or warranties have been made to Subscriber by the Company, or any representative of the Company, or any securities broker/dealer, other than as set forth in the Offering Circular and this Subscription Agreement. (f) Subscriber has investigated the acquisition of the shares to the extent Subscriber deemed necessary or desirable and the Company has provided Subscriber with any reasonable assistance Subscriber has requested in connection therewith. (g) Subscriber, either personally, or together with his advisors (other than any securities broker/dealers who may receive compensation from the sale of any of the shares), has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of purchasing the shares and of making an informed investment decision with respect thereto. (h) Subscriber is aware that Subscriber's ’s rights to transfer the shares are restricted by the Securities Act, applicable state securities laws and the absence of a market for the shares, and Subscriber will not offer for sale, sell or otherwise transfer the shares without registration under the Securities Act and qualification under the securities laws of all applicable states, unless such sale would be exempt there from. (i) Subscriber understands and agrees that the shares it acquires have not been registered under the Securities Act or any state securities act in reliance on an exemption for private offerings and that the Company has no obligation to effectuate any such registration. Subscriber further acknowledges that Subscriber is purchasing the shares without being furnished any offering literature or prospectus other than the Offering Circular and this Subscription Agreement. (j) Any certificate representing the shares will be endorsed with a legend similar to the following: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BUT HAVE BEEN OFFERED AND SOLD IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(b) OF THE ACT AND REGULATION A PROMULGATED THEREUNDER IN A PUBLIC OFFERING. THE SHARES ARE SUBJECT TO ANY RESTRICTIONS ON RESALE, IF ANY, REQUIRED FOR COMPLIANCE WITH RESALE OF SHARES ACQUIRED IN RELIANCE ON REGULATION A. (k) Subscriber also acknowledges and agrees to the following: (i) an investment in the shares is speculative and involves a high degree of risk of loss of the entire investment in the Company; and (ii) no public market exists and there is no assurance that any public market may ever develop either for the shares and that, as a result, Subscriber may not be able to liquidate Subscriber's ’s investment in the shares should a need arise to do so. (l) Subscriber is not dependent for liquidity on any of the amounts Subscriber is investing in the shares. (m) Subscriber's ’s address set forth below is his or her correct residence address. (n) Subscriber has full power and authority to make the representations referred to herein, to purchase the shares and to execute and deliver this Subscription Agreement. (o) Subscriber understands that the foregoing representations and warranties are to be relied upon by the Company as a basis for the exemptions from registration and qualification of the sale of the shares under the federal and state securities laws and for other purposes. The foregoing representations and warranties are true and accurate as of the date hereof and shall survive such date. If any of the above representations and warranties shall cease to be true and accurate prior to the acceptance of this Subscription, Subscriber shall give prompt notice of such fact to the Company by telegram, or facsimile or e-mail, specifying which representations and warranties are not true and accurate and the reasons therefore.

Other Representations and Warranties of Subscriber. Subscriber hereby represents and warrants to the Company as follows: (a) The shares are being acquired for Subscriber's own account for investment, with no intention of distributing or selling any portion thereof within the meaning of the Securities Act, and will not be transferred by Subscriber in violation of the Securities Act or the then applicable rules or regulations there under. No one other than Subscriber has any interest in or any right to acquire the shares. Subscriber understands and acknowledges that the Company will have no obligation to recognize the ownership, beneficial or otherwise, of the shares by anyone but Subscriber. (b) Subscriber's financial condition is such that Subscriber is able to bear the risk of holding the shares that Subscriber may acquire pursuant to this agreement, for an indefinite period of time, and the risk of loss of Subscriber's entire investment in the Company. (c) Subscriber has received, has read and understood and is familiar with the Company's Offering CircularPrivate Placement Memorandum, including, without limitation, the risk factors included therein (the "Offering CircularMemorandum") and this Subscription Agreement. (d) The Company has made available all additional information which Subscriber has requested in connection with the Company and its representatives and Subscriber has been afforded an opportunity to make further inquiries of the Company and its representatives and the opportunity to obtain any additional information (to the extent the Company has such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of information contained in the Offering Circular Memorandum or otherwise furnished by the Company to Subscriber. (e) No representations or warranties have been made to Subscriber by the Company, or any representative of the Company, or any securities broker/dealer, other than as set forth in the Offering Circular Memorandum and this Subscription Agreement. (f) Subscriber has investigated the acquisition of the shares to the extent Subscriber deemed necessary or desirable and the Company has provided Subscriber with any reasonable assistance Subscriber has requested in connection therewith. (g) Subscriber, either personally, or together with his advisors (other than any securities broker/dealers who may receive compensation from the sale of any of the shares), has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of purchasing the shares and of making an informed investment decision with respect thereto. (h) Subscriber is aware that Subscriber's rights to transfer the shares are restricted by the Securities Act, applicable state securities laws and the absence of a market for the shares, and Subscriber will not offer for sale, sell or otherwise transfer the shares without registration under the Securities Act and qualification under the securities laws of all applicable states, unless such sale would be exempt there from. (i) Subscriber understands and agrees that the shares it acquires have not been registered under the Securities Act or any state securities act in reliance on an exemption for private offerings and that the Company has no obligation to effectuate any such registration. Subscriber further acknowledges that Subscriber is purchasing the shares without being furnished any offering literature or prospectus other than the Offering Circular Memorandum and this Subscription Agreement. (j) Any certificate representing the shares will be endorsed with a restrictive legend similar to the following: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BUT HAVE BEEN OFFERED AND SOLD MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR HYPOTHECATED IN RELIANCE UPON THE EXEMPTION FROM ABSENCE OF AN EFFECTIVE REGISTRATION PROVIDED BY SECTION 3(b) STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT REGISTRATION UNDER SAID ACT AND REGULATION A PROMULGATED THEREUNDER IN A PUBLIC OFFERING. THE SHARES ARE SUBJECT TO ANY RESTRICTIONS ON RESALE, IF ANY, REQUIRED FOR COMPLIANCE WITH RESALE OF SHARES ACQUIRED IN RELIANCE ON REGULATION A.IS NOT REQUIRED. (k) Subscriber also acknowledges and agrees to the following: (i) an investment in the shares is speculative and involves a high degree of risk of loss of the entire investment in the Company; and (ii) no public market exists and there is no assurance that any public market may ever develop either for the shares and that, as a result, Subscriber may not be able to liquidate Subscriber's investment in the shares should a need arise to do so. (l) Subscriber is not dependent for liquidity on any of the amounts Subscriber is investing in the shares. (m) Subscriber's address set forth below is his or her correct residence address. (n) Subscriber has full power and authority to make the representations referred to herein, to purchase the shares and to execute and deliver this Subscription Agreement. (o) Subscriber understands that the foregoing representations and warranties are to be relied upon by the Company as a basis for the exemptions from registration and qualification of the sale of the shares under the federal and state securities laws and for other purposes. The foregoing representations and warranties are true and accurate as of the date hereof and shall survive such date. If any of the above representations and warranties shall cease to be true and accurate prior to the acceptance of this Subscription, Subscriber shall give prompt notice of such fact to the Company by telegram, or facsimile or e-mail, specifying which representations and warranties are not true and accurate and the reasons therefore.

Other Representations and Warranties of Subscriber. Subscriber hereby represents and warrants to the Company as follows: (a) The shares Shares are being acquired for Subscriber's ’s own account for investment, with no intention of distributing by Subscriber to distribute or selling sell any portion thereof within the meaning of the Securities Act, and will not be transferred by Subscriber in violation of the Securities Act or the then applicable rules or regulations there underthereunder. No one other than Subscriber has any interest in or any right to acquire the sharesShares. Subscriber understands and acknowledges that the Company will have no obligation to recognize the ownership, beneficial or otherwise, of the shares Shares by anyone but Subscriber. (b) Subscriber's ’s financial condition is such that Subscriber is able to bear the risk of holding the shares Shares that Subscriber may acquire pursuant to this agreementAgreement, for an indefinite period of time, and the risk of loss of Subscriber's ’s entire investment in the Company. (c) Subscriber has received, has read and understood and is familiar with the Company's Offering Circular, including, without limitation, the risk factors included therein (the "Offering Circular") and this Subscription Agreement. (d) The Company has made available all additional information which Subscriber has requested in connection with the Company and its representatives and Subscriber has been afforded an opportunity to make further inquiries of the Company and its representatives and the opportunity to obtain any additional information (to the extent the Company has such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of information contained in the Offering Circular or otherwise furnished by the Company to Subscriber. (e) No representations or warranties have been made to Subscriber by the Company, or any representative of the Company, or any securities broker/dealer, other than as set forth in the Offering Circular and this Subscription Agreement. (f) Subscriber has investigated the acquisition of the shares Shares to the extent Subscriber deemed necessary or desirable and the Company has provided Subscriber with any reasonable assistance Subscriber has requested in connection therewith. (g) Subscriber, either personally, or together with his advisors (other than any securities broker/dealers who may receive compensation from the sale of any of the sharesShares), has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of purchasing the shares Shares and of making an informed investment decision with respect thereto. (h) Subscriber is aware that Subscriber's ’s rights to transfer the shares Shares are restricted by the Securities Act, Act and applicable state securities laws and the absence of a market for the shareslaws, and Subscriber will not offer for sale, sell or otherwise transfer the shares Shares without registration under the Securities Act and qualification under the securities laws of all applicable states, unless such sale would be exempt there fromtherefrom. (i) Subscriber understands and agrees that the shares Shares it acquires have not been registered under the Securities Act or any state securities act in reliance on an exemption for private offerings exemptions therefrom and that the Company has no obligation to effectuate register any such registration. Subscriber further acknowledges that Subscriber is purchasing of the shares without being furnished any offering literature or prospectus other than Shares offered by the Offering Circular and this Subscription AgreementCompany. (j) Any The Subscriber has had an opportunity to ask questions of, and receive answers from, representatives of the Company concerning the terms and conditions of this investment and all such questions have been answered to the full satisfaction of the undersigned. Subscriber understands that no person other than the Company has been authorized to make any representation and if made, such representation may not be relied on unless it is made in writing and signed by the Company. The Company has not, however, rendered any investment advice to the undersigned with respect to the suitability (k) Upon issuance, any certificate representing the shares Common Stock will be endorsed with a restrictive legend similar to the following: THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BUT HAVE BEEN OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED AND SOLD IN RELIANCE UPON FOR SALE, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO ANY EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(b) THEREUNDER AND UNDER APPLICABLE STATE LAW, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE ACT AND REGULATION A PROMULGATED THEREUNDER IN A PUBLIC OFFERING. THE SHARES ARE SUBJECT TO ANY RESTRICTIONS ON RESALE, IF ANY, REQUIRED FOR COMPLIANCE WITH RESALE OF SHARES ACQUIRED IN RELIANCE ON REGULATION A.COMPANY. (kl) Subscriber also acknowledges and agrees to the following: (i) an investment in the shares Shares is speculative and involves a high degree of risk of loss of the entire investment in the Company; and; (ii) no public market exists and there is no assurance that any a public market may ever develop either for the shares Shares will be available and that, as a result, Subscriber may not be able to liquidate Subscriber's ’s investment in the shares Shares should a need arise to do so; (iii) the Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, it files reports, including annual audited and interim unaudited financial statements and other information with the U.S. Securities and Exchange Commission (the “SEC”). The SEC maintains an internet site that contains the Company’s annual (Form 10-K), quarterly (Form 10-Q) and current (Form 8-K) reports, proxy statements, information statements and other information at xxxx://xxx.xxx.xxx; and (iv) the information set forth in this Subscription Agreement is qualified in its entirety by the detailed information and financial statements appearing in the Company's reports filed with at the SEC in accordance with the Exchange Act. (lm) Subscriber is not dependent for liquidity on any of the amounts Subscriber is investing in the sharesShares. (mn) Subscriber's ’s address set forth below is his or her correct residence address. (no) Subscriber has full power and authority to make the representations referred to herein, to purchase the shares Shares and to execute and deliver this Subscription Agreement. (op) Subscriber understands that the foregoing representations and warranties are to be relied upon by the Company as a basis for the exemptions from registration and qualification of the sale of the shares Shares under the federal and state securities laws and for other purposes. The foregoing representations and warranties are true and accurate as of the date hereof and shall survive such date. If any of the above representations and warranties shall cease to be true and accurate prior to the acceptance of this SubscriptionSubscription Agreement, Subscriber shall give prompt notice of such fact to the Company by telegram, or facsimile or e-mail, specifying which representations and warranties are not true and accurate and the reasons thereforetherefor.

Other Representations and Warranties of Subscriber. Subscriber hereby represents and warrants to the Company as follows: (a) The Units (and the shares of preferred stock, common stock and common stock purchase warrants represented thereby) are being acquired for Subscriber's ’s own account for investment, with no intention of distributing by Subscriber to distribute or selling sell any portion thereof within the meaning of the Securities Act, and will not be transferred by Subscriber in violation of the Securities Act or the then applicable rules or regulations there underthereunder. No one other than Subscriber has any interest in or any right to acquire the sharesUnits. Subscriber understands and acknowledges that the Company will have no obligation to recognize the ownership, beneficial or otherwise, of the shares of common stock by anyone but Subscriber. (b) Subscriber's ’s financial condition is such that Subscriber is able to bear the risk of holding the shares Units that Subscriber may acquire pursuant to this agreementAgreement, for an indefinite period of time, and the risk of loss of Subscriber's ’s entire investment in the Company. (c) Subscriber has received, has read and understood and is familiar with the Company's Offering Circular, including, without limitation, the risk factors included therein (the "Offering Circular") and this Subscription Agreement, the Units and the common stock and the common stock purchase warrants. (d) The Company has made available all additional information which Subscriber has requested in connection with the Company and its representatives and Subscriber has been afforded an opportunity furnished with all documents and materials relating to make further inquiries the business, finances and operations of the Company and its representatives subsidiaries and information that Subscriber requested and deemed material to making an informed investment decision regarding its purchase of the Units. Subscriber has been afforded the opportunity to obtain review such documents and materials and the information contained therein. Subscriber has been afforded the opportunity to ask questions of the Company and its management. Subscriber understands that such discussions, as well as any additional written information (provided by the Company, were intended to describe the aspects of the Company’s and its subsidiaries’ business and prospects which the Company believes to be material, but were not necessarily a thorough or exhaustive description, and except as expressly set forth in this Subscription Agreement, the Company makes no representation or warranty with respect to the extent completeness of such information and makes no representation or warranty of any kind with respect to any information provided by any entity other than the Company. Some of such information may include projections as to the future performance of the Company and its subsidiaries, which projections may not be realized, may be based on assumptions which may not be correct and may be subject to numerous factors beyond the Company’s and its subsidiaries’ control. Additionally, Subscriber understands and represents that he is purchasing the Units notwithstanding the fact that the Company and its subsidiaries, if any, may disclose in the future certain material information that the Subscriber has not received, including the financial results of the Company and its subsidiaries for their current fiscal quarters. Neither such information inquiries nor any other due diligence investigations conducted by such Subscriber shall modify, amend or could acquire affect such Subscriber’s right to rely on the Company’s representations and warranties, if any, contained in this Subscription Agreement. Subscriber has sought such accounting, legal and tax advice as it without unreasonable effort or expense) has considered necessary to verify the accuracy of information contained make an informed investment decision with respect to its investment in the Offering Circular or otherwise furnished by the Company to Subscribercommon stock. (e) No representations or warranties have been made to Subscriber by the Company, or any representative of the Company, or any securities broker/dealer, other than as set forth in the Offering Circular and this Subscription Agreement. (f) Subscriber has investigated the acquisition of the shares Units to the extent Subscriber deemed necessary or desirable and the Company has provided Subscriber with any reasonable assistance Subscriber has requested in connection therewith. (g) Subscriber, either personally, or together with his advisors (other than any securities broker/dealers who may receive compensation from the sale of any of the sharesUnits), has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of purchasing the shares Units and of making an informed investment decision with respect thereto. (h) Subscriber is aware that Subscriber's ’s rights to transfer the shares are Units (or the common stock thereby represented) is restricted by the Securities Act, Act and applicable state securities laws and the absence of a market for the shareslaws, and Subscriber will not offer for sale, sell or otherwise transfer the shares Units (or the underlying common stock and purchase warrants) without registration under the Securities Act and qualification under the securities laws of all applicable states, unless such sale would be exempt there fromtherefrom. (i) Subscriber understands and agrees that the shares Units (or the underlying common stock or common stock purchase warrants) it acquires have not been registered under the Securities Act or any state securities act in reliance on an exemption for private offerings exemptions therefrom and that the Company has no obligation to effectuate register any such registrationof the Units (and underlying common stock represented thereby) offered by the Company as set forth in the Accredited Investor Memorandum of Terms dated September 29, 2015 (the “Memorandum”). Subscriber further acknowledges that Subscriber is purchasing the shares without being furnished any offering literature or prospectus other than Units after having been provided with the Offering Circular and this Subscription AgreementMemorandum. (j) Any certificate The Subscriber has had an opportunity to ask questions of, and receive answers from, representatives of the Company concerning the terms and conditions of this investment and all such questions have been answered to the full satisfaction of the undersigned. Subscriber understands that no person other than the Company has been authorized to make any representation and if made, such representation may not be relied on unless it is made in writing and signed by the Company. The Company has not, however, rendered any investment advice to the undersigned with respect to the suitability (k) Subscriber understands that the certificates or other instruments representing the shares will securities included in the Units (the “Securities”), as well as the common stock issuable thereby shall bear a restrictive legend in substantially the following form (and a stop transfer order may be endorsed with a legend similar to the following: placed against transfer of such stock certificates): THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BUT HAVE BEEN OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED AND SOLD IN RELIANCE UPON FOR SALE, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO ANY EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(b) THEREUNDER AND UNDER APPLICABLE STATE LAW, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE ACT AND REGULATION A PROMULGATED THEREUNDER IN A PUBLIC OFFERING. THE SHARES ARE SUBJECT TO ANY RESTRICTIONS ON RESALE, IF ANY, REQUIRED FOR COMPLIANCE WITH RESALE OF SHARES ACQUIRED IN RELIANCE ON REGULATION A.COMPANY. (kl) Subscriber also acknowledges and agrees to the following: (i) an An investment in the shares Units is highly speculative and involves a high degree of risk of loss of the entire investment in the Company; and (ii) no public market exists and there There is no assurance that any a public market may ever develop either for the shares securities will be available and that, as a result, Subscriber may not be able to liquidate Subscriber's ’s investment in the shares Securities should a need arise to do so. (lm) Subscriber is not dependent for liquidity on any of the amounts Subscriber is investing in the sharesUnits. (mn) Subscriber's ’s address set forth below is his or her correct residence address. (no) Subscriber has full power and authority to make the representations referred to herein, to purchase the shares Units and to execute and deliver this Subscription Agreement. (op) Subscriber understands that the foregoing representations and warranties are to be relied upon by the Company as a basis for the exemptions from registration and qualification of the sale of the shares Units under the federal and state securities laws and for other purposes. The foregoing representations and warranties are true and accurate as of the date hereof and shall survive such date. If any of the above representations and warranties shall cease to be true and accurate prior to the acceptance of this SubscriptionSubscription Agreement, Subscriber shall give prompt notice of such fact to the Company by telegram, or facsimile or e-mail, specifying which representations and warranties are not true and accurate and the reasons thereforetherefor.

Other Representations and Warranties of Subscriber. Subscriber hereby represents and warrants to the Company as Companyas follows: (a) The shares are being acquired for Subscriber's own account for investment, with no intention of distributing or selling any portion thereof within the meaning of the Securities Act, and will not be transferred by Subscriber in violation of the Securities Act or the then applicable rules or regulations there under. No one other than Subscriber has any interest in or any right to acquire the shares. Subscriber understands and acknowledges that the thatthe Company will have no obligation to recognize the ownership, beneficial or otherwise, of the shares by anyone but Subscriber. (b) Subscriber's financial condition is such that Subscriber is able to bear the risk of holding the shares that Subscriber may acquire mayacquire pursuant to this agreement, for an indefinite period of time, and the risk of loss of Subscriber's entire investment in the Company. (c) Subscriber has received, has read and understood and is familiar with the Company's Offering Circular, including, without limitation, the risk factors included therein (the "Offering Circular") and this Subscription Agreement. (d) The Company has made available all additional information which Subscriber has requested in connection with the Company and Companyand its representatives and Subscriber has been afforded an opportunity to opportunityto make further inquiries of the Company and its representatives and the opportunity to obtain any additional information (to the tothe extent the Company has such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of information contained in the Offering Circular or otherwise furnished by the Company to Subscriber. (e) No representations or warranties have been made to Subscriber by the Company, or any representative of the Company, or any securities broker/dealer, other than as set forth in the Offering Circular and this Subscription Agreement. (f) Subscriber has investigated the acquisition of the shares to the extent Subscriber deemed necessary or desirable and the Company has provided Subscriber with any reasonable assistance Subscriber has requested in connection therewith. (g) Subscriber, either personally, or together with his advisors (other than any securities broker/dealers who may receive compensation from the sale of any of the shares), has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of purchasing the shares and of making an informed investment decision with respect thereto. (h) Subscriber is aware that Subscriber's rights to transfer the shares are restricted by the Securities Act, applicable state securities laws and the absence of a market for the shares, and Subscriber will not offer for sale, sell or otherwise transfer the shares without registration under the Securities Act and qualification under the securities laws of all applicable states, unless such sale would be exempt there from. (i) Subscriber understands and agrees that the shares it acquires have not been registered under the Securities Act or any state anystate securities act in reliance on an exemption for private offerings and that the Company has no Companyhasno obligation to effectuate any such registration. Subscriber further acknowledges that Subscriber is purchasing the shares theshares without being furnished any offering literature or prospectus other than the Offering Circular and this Subscription Agreement. (j) Any certificate representing the shares will be endorsed with a legend similar to the following: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BUT HAVE BEEN OFFERED AND SOLD IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(b) OF THE ACT AND REGULATION A PROMULGATED THEREUNDER IN A PUBLIC OFFERING. THE SHARES ARE SUBJECT TO ANY RESTRICTIONS ON RESALE, IF ANY, REQUIRED FOR COMPLIANCE WITH RESALE OF SHARES ACQUIRED IN RELIANCE ON REGULATION A. (k) Subscriber also acknowledges and agrees to the following: (i) an investment in the shares is speculative and involves a high degree of risk of loss of the entire investment in the Company; and (ii) no public market exists and there is no assurance that any public anypublic market may ever develop either for the shares and that, as a result, Subscriber may not be able to liquidate Subscriber's investment in the shares should a need arise to do so. (l) Subscriber is not dependent for liquidity on any of anyof the amounts Subscriber is investing in the shares. (m) Subscriber's address set forth below is his or her correct residence address. (n) Subscriber has full power and authority to make the representations referred to herein, to purchase the shares and to execute and deliver this Subscription Agreement. (o) Subscriber understands that the foregoing representations and warranties are to be relied upon by the Company as a basis for the exemptions from registration and qualification of the sale of the shares under the federal and state securities laws and for other purposes. The foregoing representations and warranties are true and accurate as of the date hereof and shall survive such date. If any of the above representations and warranties shall cease to be true and accurate prior to the acceptance of this Subscription, Subscriber shall give prompt notice of such fact to the Company by telegram, or facsimile or e-mail, specifying which representations and warranties are not true and accurate and the reasons therefore.

Other Representations and Warranties of Subscriber. Subscriber hereby represents and warrants to the Company as follows: (a) The Units (and the shares of common stock and the common stock issuable upon exercise of the Warrants) are being acquired for Subscriber's ’s own account for investment, investment with no intention of distributing by Subscriber to distribute or selling sell any portion thereof within the meaning of the Securities Act, and will not be transferred by Subscriber in violation of the Securities Act or the then applicable rules or regulations there underthereunder. No one other than Subscriber has any interest in or any right to acquire the sharesUnits. Subscriber understands and acknowledges that the Company will have no obligation to recognize the ownership, beneficial or otherwise, of the shares of common stock by anyone but Subscriber. (b) Subscriber's ’s financial condition is such that Subscriber is able to bear the risk of holding the shares Units that Subscriber may acquire pursuant to this agreementAgreement, for an indefinite period of time, and the risk of loss of Subscriber's ’s entire investment in the Company. (c) Subscriber has received, has read and understood and is familiar with the Company's Offering Circular, including, without limitation, the risk factors included therein (the "Offering Circular") and this Subscription Agreement, the Units and the common stock and the exercise of the Warrants. (d) The Company has made available all additional information which Subscriber has requested in connection with the Company and its representatives and Subscriber has been afforded an opportunity furnished with all documents and materials relating to make further inquiries the business, finances and operations of the Company and its representatives subsidiaries and information that Subscriber requested and deemed material to making an informed investment decision regarding its purchase of the Units. Subscriber has been afforded the opportunity to obtain review such documents and materials and the information contained therein. Subscriber has been afforded the opportunity to ask questions of the Company and its management. Subscriber understands that such discussions, as well as any additional written information (provided by the Company, were intended to describe the aspects of the Company’s and its subsidiaries’ business and prospects which the Company believes to be material, but were not necessarily a thorough or exhaustive description, and except as expressly set forth in this Subscription Agreement, the Company makes no representation or warranty with respect to the extent completeness of such information and makes no representation or warranty of any kind with respect to any information provided by any entity other than the Company. Some of such information may include projections as to the future performance or the Company and its subsidiaries, which projections may not be realized, may be based on assumptions which may not be correct and may be subject to numerous factors beyond the Company’s and its subsidiaries’ control. Additionally, Subscriber understands and represents that he is purchasing the Units no withstanding the fact that the Company and its subsidiaries, if any, may disclose in the future certain material information that the Subscriber has not received, including the financial results of the Company and its subsidiaries for their current fiscal quarters. Neither such information inquiries nor any other due diligence investigations conducted by such Subscriber shall modify, amend or could acquire affect such Subscriber’s right to rely on the Company’s representations and warranties, if any, contained in this Subscription Agreement. Subscriber has sought such accounting, legal and tax advice as it without unreasonable effort or expense) has considered necessary to verify the accuracy of information contained make an informed investment decision with respect to its investment in the Offering Circular or otherwise furnished by the Company to Subscribercommon stock. (e) No representations or warranties have been made to Subscriber by the Company, or any representative of the Company, or any securities broker/dealer, other than as set forth in the Offering Circular and this Subscription Agreement. (f) Subscriber has investigated the acquisition of the shares Units to the extent Subscriber deemed necessary or desirable and the Company has provided Subscriber with any reasonable assistance Subscriber has requested in connection therewith. (g) Subscriber, either personally, or together with his advisors (other than any securities broker/dealers who may receive compensation from the sale of any of the sharesUnits), has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of purchasing the shares Units and of making an informed investment decision with respect thereto. (h) Subscriber is aware that Subscriber's ’s rights to transfer the Units (and the shares are of common stock and the common stock issuable upon exercise of the Warrants) is restricted by the Securities Act, Act and applicable state securities laws and the absence of a market for the shareslaws, and Subscriber will not offer for sale, sell or otherwise transfer the shares Units (or the underlying common stock and purchase warrants) without registration under the Securities Act and qualification under the securities laws of all applicable states, unless such sale would be exempt there fromtherefrom. (i) Subscriber understands and agrees that the Units (and the shares of common stock and the common stock issuable upon exercise of the Warrants) it acquires have not been registered under the Securities Act or any state securities act in reliance on an exemption for private offerings exemptions therefrom and that the Company has no obligation to effectuate register any such registrationof the Units (and the shares of common stock and the common stock issuable upon exercise of the Warrants) offered by the Company as set forth in the Memorandum. Subscriber further acknowledges that Subscriber is purchasing the shares without being furnished any offering literature or prospectus other than Units after having been provided with the Offering Circular and this Subscription AgreementMemorandum. (j) Any certificate The Subscriber has had an opportunity to ask questions of, and receive answers from, representatives of the Company concerning the terms and conditions of this investment and all such questions have been answered to the full satisfaction of the undersigned. Subscriber understands that no person other than the Company has been authorized to make any representation and if made, such representation may not be relied on unless it is made in writing and signed by the Company. The Company has not, however, rendered any investment advice to the undersigned with respect to the suitability. (k) Subscriber understands that the certificates or other instruments representing the shares will Units, as well as the common stock issuable thereby upon the conversion of the Convertible Notes and the common share purchase warrant shall bear a restrictive legend in substantially the following form (and a stop transfer order may be endorsed with a legend similar to the following: placed against transfer of such stock certificates and common share purchase certificates, if any): THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BUT HAVE BEEN OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED AND SOLD IN RELIANCE UPON FOR SALE, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO ANY EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(b) THEREUNDER AND UNDER APPLICABLE STATE LAW, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE ACT AND REGULATION A PROMULGATED THEREUNDER IN A PUBLIC OFFERING. THE SHARES ARE SUBJECT TO ANY RESTRICTIONS ON RESALE, IF ANY, REQUIRED FOR COMPLIANCE WITH RESALE OF SHARES ACQUIRED IN RELIANCE ON REGULATION A.COMPANY. (kI) Subscriber also acknowledges and agrees to the following: (i) an An investment in the shares Units is highly speculative and involves a high degree of risk of loss of the entire investment in the Company; and (ii) no public market exists and there There is no assurance that any a public market may ever develop either for the Units (and the shares of common stock and the common stock issuable upon exercise of the Warrants) will be available and that, as a result, . Subscriber may not be able to liquidate Subscriber's ’s investment in the shares Units should a need arise to do so. (l) Subscriber is not dependent for liquidity on any of the amounts Subscriber is investing in the shares. (m) Subscriber's address set forth below is his or her correct residence address. (n) Subscriber has full power and authority to make the representations referred to herein, to purchase the shares and to execute and deliver this Subscription Agreement. (o) Subscriber understands that the foregoing representations and warranties are to be relied upon by the Company as a basis for the exemptions from registration and qualification of the sale of the shares under the federal and state securities laws and for other purposes. The foregoing representations and warranties are true and accurate as of the date hereof and shall survive such date. If any of the above representations and warranties shall cease to be true and accurate prior to the acceptance of this Subscription, Subscriber shall give prompt notice of such fact to the Company by telegram, or facsimile or e-mail, specifying which representations and warranties are not true and accurate and the reasons therefore.

Other Representations and Warranties of Subscriber. Subscriber hereby represents and warrants to the Company as follows: (a) The shares are being acquired for Subscriber's own account for investment, with no intention of distributing or selling any portion thereof within the meaning of the Securities Act, and will not be transferred by Subscriber in violation of the Securities Act or the then applicable rules or regulations there under. No one other than Subscriber has any interest in or any right to acquire the shares. Subscriber understands and acknowledges that the Company will have no obligation to recognize the ownership, beneficial or otherwise, of the shares by anyone but Subscriber. (b) Subscriber's financial condition is such that Subscriber is able to bear the risk of holding the shares that Subscriber may acquire pursuant to this agreement, for an indefinite period of time, and the risk of loss of Subscriber's entire investment in the Company. (c) Subscriber has received, has read and understood and is familiar with the Company's Offering Circular, including, without limitation, the risk factors included therein (the "“Offering Circular"”) and this Subscription Agreement. (d) The Company has made available all additional information which Subscriber has requested in connection with the Company and its representatives and Subscriber has been afforded an opportunity to make further inquiries of the Company and its representatives and the opportunity to obtain any additional information (to the extent the Company has such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of information contained in the Offering Circular or otherwise furnished by the Company to Subscriber. (e) No representations or warranties have been made to Subscriber by the Company, or any representative of the Company, or any securities broker/dealer, other than as set forth in the Offering Circular and this Subscription Agreement. (f) Subscriber has investigated the acquisition of the shares to the extent Subscriber deemed necessary or desirable and the Company has provided Subscriber with any reasonable assistance Subscriber has requested in connection therewith. (g) Subscriber, either personally, or together with his advisors (other than any securities broker/dealers who may receive compensation from the sale of any of the shares), has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of purchasing the shares and of making an informed investment decision with respect thereto. (h) Subscriber is aware that Subscriber's rights to transfer the shares are restricted by the Securities Act, applicable state securities laws and the absence of a market for the shares, and Subscriber will not offer for sale, sell or otherwise transfer the shares without registration under the Securities Act and qualification under the securities laws of all applicable states, unless such sale would be exempt there from. (i) Subscriber understands and agrees that the shares it acquires have not been registered under the Securities Act or any state securities act in reliance on an exemption for private offerings and that the Company has no obligation to effectuate any such registration. Subscriber further acknowledges that Subscriber is purchasing the shares without being furnished any offering literature or prospectus other than the Offering Circular and this Subscription Agreement. (j) Any certificate representing the shares will be endorsed with a legend similar to the following: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BUT HAVE BEEN OFFERED AND SOLD IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(b) OF THE ACT AND REGULATION A PROMULGATED THEREUNDER IN A PUBLIC OFFERING. THE SHARES ARE SUBJECT TO ANY RESTRICTIONS ON RESALE, IF ANY, REQUIRED FOR COMPLIANCE WITH RESALE OF SHARES ACQUIRED IN RELIANCE ON REGULATION A. (k) Subscriber also acknowledges and agrees to the following: (i) an investment in the shares is speculative and involves a high degree of risk of loss of the entire investment in the Company; and (ii) no public market exists and there is no assurance that any public market may ever develop either for the shares and that, as a result, Subscriber may not be able to liquidate Subscriber's investment in the shares should a need arise to do so. (l) Subscriber is not dependent for liquidity on any of the amounts Subscriber is investing in the shares. (m) Subscriber's address set forth below is his or her correct residence address. (n) Subscriber has full power and authority to make the representations referred to herein, to purchase the shares and to execute and deliver this Subscription Agreement. (o) Subscriber understands that the foregoing representations and warranties are to be relied upon by the Company as a basis for the exemptions from registration and qualification of the sale of the shares under the federal and state securities laws and for other purposes. The foregoing representations and warranties are true and accurate as of the date hereof and shall survive such date. If any of the above representations and warranties shall cease to be true and accurate prior to the acceptance of this Subscription, Subscriber shall give prompt notice of such fact to the Company by telegram, or facsimile or e-mail, specifying which representations and warranties are not true and accurate and the reasons therefore.

Other Representations and Warranties of Subscriber. Subscriber hereby represents and warrants to the Company as follows: (a) The shares Series B Notes and Warrants are being acquired for Subscriber's ’s own account for investment, with no intention of distributing by Subscriber to distribute or selling sell any portion thereof within the meaning of the Securities Act, and will not be transferred by Subscriber in violation of the Securities Act or the then applicable rules or regulations there underthereunder. No one other than Subscriber has any interest in or any right to acquire the sharesSeries B Notes and Warrants. Subscriber understands and acknowledges that the Company will have no obligation to recognize the ownership, beneficial or otherwise, of the shares Series B Notes and Warrants by anyone but Subscriber. (b) Subscriber's ’s financial condition is such that Subscriber is able to bear the risk of holding the shares Series B Notes and Warrants that Subscriber may acquire pursuant to this agreementAgreement, for an indefinite period of time, and the risk of loss of Subscriber's ’s entire investment in the Company. (c) Subscriber has received, has read and understood and is familiar with the Company's Offering Circular, including, without limitation, the risk factors included therein (the "Offering Circular") and this Subscription Agreement, the Series B Notes and the Warrants. (d) The Company has made available all additional information which Subscriber has requested in connection with the Company and its representatives and Subscriber has been afforded an opportunity furnished with all documents and materials relating to make further inquiries the business, finances and operations of the Company and its representatives subsidiaries and information that Subscriber requested and deemed material to making an informed investment decision regarding its purchase of the Series B Notes and Warrants. Subscriber has been afforded the opportunity to obtain review such documents and materials and the information contained therein. Subscriber has been afforded the opportunity to ask questions of the Company and its management. Subscriber understands that such discussions, as well as any additional written information (provided by the Company, were intended to describe the aspects of the Company’s and its subsidiaries’ business and prospects which the Company believes to be material, but were not necessarily a thorough or exhaustive description, and except as expressly set forth in this Subscription Agreement, the Company makes no representation or warranty with respect to the extent completeness of such information and makes no representation or warranty of any kind with respect to any information provided by any entity other than the Company. Some of such information may include projections as to the future performance of the Company and its subsidiaries, which projections may not be realized, may be based on assumptions which may not be correct and may be subject to numerous factors beyond the Company’s and its subsidiaries’ control. Additionally, Subscriber understands and represents that he is purchasing the Series B Notes and Warrants notwithstanding the fact that the Company and its subsidiaries, if any, may disclose in the future certain material information Subscriber has not received, including the financial results of the Company and its subsidiaries for their current fiscal quarters. Neither such information inquiries nor any other due diligence investigations conducted by such Subscriber shall modify, amend or could acquire affect such Subscriber’s right to rely on the Company’s representations and warranties, if any, contained in this Subscription Agreement. Subscriber has sought such accounting, legal and tax advice as it without unreasonable effort or expense) has considered necessary to verify the accuracy of information contained make an informed investment decision with respect to its investment in the Offering Circular or otherwise furnished by the Company to SubscriberSeries B Notes and Warrants. (e) No representations or warranties have been made to Subscriber by the Company, or any representative of the Company, or any securities broker/dealer, other than as set forth in the Offering Circular and this Subscription Agreement, the Series B Note or the Warrant. (f) Subscriber has investigated the acquisition of the shares Series B Notes and Warrants to the extent Subscriber deemed necessary or desirable and the Company has provided Subscriber with any reasonable assistance Subscriber has requested in connection therewith. (g) Subscriber, either personally, or together with his advisors (other than any securities broker/dealers who may receive compensation from the sale of any of the sharesSeries B Notes and Warrants), has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of purchasing the shares Series B Notes and Warrants and of making an informed investment decision with respect thereto. (h) Subscriber is aware that Subscriber's ’s rights to transfer the shares Series B Notes and Warrants are restricted by the Securities Act, Act and applicable state securities laws and the absence of a market for the shareslaws, and Subscriber will not offer for sale, sell or otherwise transfer the shares Series B Notes and Warrants without registration under the Securities Act and qualification under the securities laws of all applicable states, unless such sale would be exempt there fromtherefrom. (i) Subscriber understands and agrees that the shares Series B Notes and Warrants it acquires have not been registered under the Securities Act or any state securities act in reliance on an exemption for private offerings exemptions therefrom and that the Company has no obligation to effectuate register any such registrationof the Series B Notes and Warrants offered by the Company as set forth in the Memorandum. Subscriber further acknowledges that Subscriber is purchasing the shares without being furnished any offering literature or prospectus other than Series B Notes and Warrants after having been provided with the Offering Circular and this Subscription AgreementMemorandum. (j) Any certificate The Subscriber has had an opportunity to ask questions of, and receive answers from, representatives of the Company concerning the terms and conditions of this investment and all such questions have been answered to the full satisfaction of the undersigned. Subscriber understands that no person other than the Company has been authorized to make any representation and if made, such representation may not be relied on unless it is made in writing and signed by the Company. The Company has not, however, rendered any investment advice to the undersigned with respect to the suitability. (k) Subscriber understands that the certificates or other instruments representing the Series B Notes, Warrants and shares will of common stock upon conversion of the Series B Notes or exercise of the Warrants (the “Securities”) shall bear a restrictive legend in substantially the following form (and a stop transfer order may be endorsed with a legend similar to the following: placed against transfer of such stock certificates): THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BUT HAVE BEEN OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED AND SOLD IN RELIANCE UPON FOR SALE, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO ANY EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(b) THEREUNDER AND UNDER APPLICABLE STATE LAW, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE ACT AND REGULATION A PROMULGATED THEREUNDER IN A PUBLIC OFFERING. THE SHARES ARE SUBJECT TO ANY RESTRICTIONS ON RESALE, IF ANY, REQUIRED FOR COMPLIANCE WITH RESALE OF SHARES ACQUIRED IN RELIANCE ON REGULATION A.COMPANY. (kl) Subscriber also acknowledges and agrees to the following: (i) an investment in the shares Series B Notes and Warrants is speculative and involves a high degree of risk of loss of the entire investment in the Company; and (ii) no public market exists and there is no assurance that any a public market may ever develop either for the shares Securities will be available and that, as a result, Subscriber may not be able to liquidate Subscriber's ’s investment in the shares Securities should a need arise to do so. (lm) Subscriber is not dependent for liquidity on any of the amounts Subscriber is investing in the sharesSeries B Notes and Warrants. (mn) Subscriber's ’s address set forth below is his or her correct residence address. (no) Subscriber has full power and authority to make the representations referred to herein, to purchase the shares Series B Notes and Warrants and to execute and deliver this Subscription Agreement. (op) Subscriber understands that the foregoing representations and warranties are to be relied upon by the Company as a basis for the exemptions from registration and qualification of the sale of the shares Series B Notes and Warrants under the federal and state securities laws and for other purposes. (q) Subscriber has been advised that the Company files reports with the U.S. Securities and Exchange Commission (the “SEC”) in accordance with the Securities Exchange Act of the 1934, as amended, including, without limitation, its Annual Report on Form 10-K filed with the SEC on April 16, 2013 (the “form 10-k) and its other reports as filed with the SEC, all of which are incorporated herein. The audited financial statements of the Company and its wholly owned subsidiary Bolcán Mining Corporation (“Bolcán”) as of the years ended December 31, 2012 and 2011 are included in our Form 10-K and are incorporated herein by reference. The foregoing representations and warranties are true and accurate as of the date hereof and shall survive such date. If any of the above representations and warranties shall cease to be true and accurate prior to the acceptance of this SubscriptionSubscription Agreement, Subscriber shall give prompt notice of such fact to the Company by telegram, or facsimile or e-mail, specifying which representations and warranties are not true and accurate and the reasons thereforetherefor.

Other Representations and Warranties of Subscriber. Subscriber hereby represents and warrants to the Company as follows: (a) The shares Securities are being acquired for Subscriber's ’s own account for investment, with no intention of distributing by Subscriber to distribute or selling sell any portion thereof within the meaning of the Securities Act, and will not be transferred by Subscriber in violation of the Securities Act or the then applicable rules or regulations there underthereunder. No one other than Subscriber has any interest in or any right to acquire the sharesSecurities. Subscriber understands and acknowledges that the Company will have no obligation to recognize the ownership, beneficial or otherwise, of the shares Securities by anyone but Subscriber, or Subscriber’s successors or permitted assigns, or as permitted by law. (b) Subscriber's ’s financial condition is such that Subscriber is able to bear the risk of holding the shares Securities that Subscriber may acquire pursuant to this agreementAgreement, for an indefinite period of time, and the risk of loss of Subscriber's ’s entire investment in the Company. (c) Subscriber has received, has read and understood and is familiar with the Company's Offering Circular, including, without limitation, the risk factors included therein (the "Offering Circular") and this Subscription Agreement. (d) The Company has made available all additional information which Subscriber has requested in connection with the Company and its representatives and Subscriber has been afforded an opportunity to make further inquiries of the Company and its representatives and the opportunity to obtain any additional information (to the extent the Company has such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of information contained in the Offering Circular or otherwise furnished by the Company to Subscriber. (e) No representations or warranties have been made to Subscriber by the Company, or any representative of the Company, or any securities broker/dealer, other than as set forth in the Offering Circular and this Subscription AgreementAgreement and the Note. (f) Subscriber has investigated the acquisition of the shares Securities to the extent Subscriber deemed necessary or desirable and the Company has provided Subscriber with any reasonable assistance Subscriber has requested in connection therewith. The Subscriber has been afforded the opportunity to review the Company’s Form 10-KSB (f/y/e) December 31, 2007. (g) Subscriber, either personally, or together with his advisors (other than any securities broker/dealers who may receive compensation from the sale of any of the sharesSecurities), has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of purchasing the shares Securities and of making an informed investment decision with respect thereto. (h) Subscriber is aware that Subscriber's ’s rights to transfer the shares are Securities is restricted by the Securities Act, Act and applicable state securities laws and the absence of a market for the shareslaws, and Subscriber will not offer for sale, sell or otherwise transfer the shares Securities without registration under the Securities Act and qualification under the securities laws of all applicable states, unless such sale would be is exempt there fromtherefrom. (i) Subscriber understands and agrees that the shares Securities it acquires have not been registered under the Securities Act or any state securities act in reliance on an exemption for private offerings and that the Company has no obligation to effectuate any such registrationexemptions therefrom. Subscriber further acknowledges that Subscriber is purchasing the shares Securities without being furnished any offering literature literature, the adequacy or prospectus other than accuracy of which has been passed upon by either the Offering Circular and this Subscription AgreementSEC or any state securities commission. (j) Subscriber has had an opportunity to ask questions of, and receive answers from, representatives of the Company concerning the terms and conditions of this investment, and all such questions have been answered to the full satisfaction of the undersigned. Subscriber understands that no person other than the Company has been authorized to make any representation and if made, such representation may not be relied on unless it is made in writing and signed by the Company. The Company has not, however, rendered any investment advice to the undersigned with respect to the suitability of an investment in the Securities. (k) Any certificate representing the shares Securities will be endorsed with a restrictive legend similar to the following: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (“SECURITIES ACT”) OR APPLICABLE STATE LAW. THE SECURITIES MAY NOT BE PLEDGED, BUT HAVE BEEN OFFERED AND SOLD SOLD, ASSIGNED OR TRANSFERRED IN RELIANCE UPON THE EXEMPTION FROM ABSENCE OF AN EFFECTIVE REGISTRATION PROVIDED BY SECTION 3(b) OF STATEMENT WITH RESPECT THERETO UNDER THE SECURITIES ACT AND REGULATION A PROMULGATED THEREUNDER IN A PUBLIC OFFERING. ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE SHARES ARE SUBJECT COMPANY RECEIVES AN OPINION OF COUNSEL, SATISFACTORY TO ANY RESTRICTIONS ON RESALETHE COMPANY, IF ANY, REQUIRED FOR COMPLIANCE WITH RESALE OF SHARES ACQUIRED IN RELIANCE ON REGULATION A.THAT SUCH REGISTRATION IS NOT REQUIRED.” (kl) Subscriber also acknowledges and agrees to the following: (i) an investment in the shares Securities is speculative and involves a high degree of risk of loss of the entire investment in the Company; and (ii) no public market exists and there is no assurance that any public market may ever develop either the Securities have not been registered for the shares and thatresale and, as a result, Subscriber may not be able to liquidate Subscriber's ’s investment in the shares Securities should a need arise to do so. (lm) Subscriber is not dependent for liquidity on any of the amounts Subscriber is investing in the sharesSecurities. (mn) Subscriber's ’s address set forth below is his or her correct residence address. (no) Subscriber has full power and authority to make the representations referred to herein, to purchase the shares Securities and to execute and deliver this Subscription Agreement. (op) Subscriber understands that the foregoing representations and warranties are to be relied upon by the Company as a basis for the exemptions from registration and qualification of the sale of the shares Securities under the federal and state securities laws and for other purposes. The foregoing representations and warranties are true and accurate as of the date hereof and shall survive such datehereof. If any of the above representations and warranties shall cease to be true and accurate prior to the acceptance of this Subscription, Subscriber shall give prompt notice of such fact to the Company by telegram, or facsimile or e-mail, specifying which representations and warranties are not true and accurate and the reasons therefore.

Other Representations and Warranties of Subscriber. Subscriber hereby represents and warrants to the Company as follows: (a) The Units (and the shares of common stock and common stock purchase warrants represented thereby) are being acquired for Subscriber's ’s own account for investment, with no intention of distributing by Subscriber to distribute or selling sell any portion thereof within the meaning of the Securities Act, and will not be transferred by Subscriber in violation of the Securities Act or the then applicable rules or regulations there underthereunder. No one other than Subscriber has any interest in or any right to acquire the sharesUnits. Subscriber understands and acknowledges that the Company will have no obligation to recognize the ownership, beneficial or otherwise, of the shares of common stock by anyone but Subscriber. (b) Subscriber's ’s financial condition is such that Subscriber is able to bear the risk of holding the shares Units that Subscriber may acquire pursuant to this agreementAgreement, for an indefinite period of time, and the risk of loss of Subscriber's ’s entire investment in the Company. (c) Subscriber has received, has read and understood and is familiar with the Company's Offering Circular, including, without limitation, the risk factors included therein (the "Offering Circular") and this Subscription Agreement, the Units and the common stock and the common stock purchase warrants. (d) The Company has made available all additional information which Subscriber has requested in connection with the Company and its representatives and Subscriber has been afforded an opportunity furnished with all documents and materials relating to make further inquiries the business, finances and operations of the Company and its representatives subsidiaries and information that Subscriber requested and deemed material to making an informed investment decision regarding its purchase of the Units. Subscriber has been afforded the opportunity to obtain review such documents and materials and the information contained therein. Subscriber has been afforded the opportunity to ask questions of the Company and its management. Subscriber understands that such discussions, as well as any additional written information (provided by the Company, were intended to describe the aspects of the Company’s and its subsidiaries’ business and prospects which the Company believes to be material, but were not necessarily a thorough or exhaustive description, and except as expressly set forth in this Subscription Agreement, the Company makes no representation or warranty with respect to the extent completeness of such information and makes no representation or warranty of any kind with respect to any information provided by any entity other than the Company. Some of such information may include projections as to the future performance of the Company and its subsidiaries, which projections may not be realized, may be based on assumptions which may not be correct and may be subject to numerous factors beyond the Company’s and its subsidiaries’ control. Additionally, Subscriber understands and represents that he is purchasing the Units notwithstanding the fact that the Company and its subsidiaries, if any, may disclose in the future certain material information that the Subscriber has not received, including the financial results of the Company and its subsidiaries for their current fiscal quarters. Neither such information inquiries nor any other due diligence investigations conducted by such Subscriber shall modify, amend or could acquire affect such Subscriber’s right to rely on the Company’s representations and warranties, if any, contained in this Subscription Agreement. Subscriber has sought such accounting, legal and tax advice as it without unreasonable effort or expense) has considered necessary to verify the accuracy of information contained make an informed investment decision with respect to its investment in the Offering Circular or otherwise furnished by the Company to Subscribercommon stock. (e) No representations or warranties have been made to Subscriber by the Company, or any representative of the Company, or any securities broker/dealer, other than as set forth in the Offering Circular and this Subscription Agreement. (f) Subscriber has investigated the acquisition of the shares Units to the extent Subscriber deemed necessary or desirable and the Company has provided Subscriber with any reasonable assistance Subscriber has requested in connection therewith. (g) Subscriber, either personally, or together with his advisors (other than any securities broker/dealers who may receive compensation from the sale of any of the sharesUnits), has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of purchasing the shares Units and of making an informed investment decision with respect thereto. (h) Subscriber is aware that Subscriber's ’s rights to transfer the shares are Units (or the common stock thereby represented) is restricted by the Securities Act, Act and applicable state securities laws and the absence of a market for the shareslaws, and Subscriber will not offer for sale, sell or otherwise transfer the shares Units (or the underlying common stock and purchase warrants) without registration under the Securities Act and qualification under the securities laws of all applicable states, unless such sale would be exempt there fromtherefrom. (i) Subscriber understands and agrees that the shares Units (or the underlying common stock or common stock purchase warrants) it acquires have not been registered under the Securities Act or any state securities act in reliance on an exemption for private offerings exemptions therefrom and that the Company has no obligation to effectuate register any such registrationof the Units (and underlying common stock represented thereby) offered by the Company as set forth in the Memorandum. Subscriber further acknowledges that Subscriber is purchasing the shares without being furnished any offering literature or prospectus other than Units after having been provided with the Offering Circular and this Subscription AgreementMemorandum. (j) Any certificate The Subscriber has had an opportunity to ask questions of, and receive answers from, representatives of the Company concerning the terms and conditions of this investment and all such questions have been answered to the full satisfaction of the undersigned. Subscriber understands that no person other than the Company has been authorized to make any representation and if made, such representation may not be relied on unless it is made in writing and signed by the Company. The Company has not, however, rendered any investment advice to the undersigned with respect to the suitability (k) Subscriber understands that the certificates or other instruments representing the shares will Units, as well as the common stock issuable thereby shall bear a restrictive legend in substantially the following form (and a stop transfer order may be endorsed with a legend similar to the following: placed against transfer of such stock certificates): THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BUT HAVE BEEN OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED AND SOLD IN RELIANCE UPON FOR SALE, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO ANY EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(b) THEREUNDER AND UNDER APPLICABLE STATE LAW, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE ACT AND REGULATION A PROMULGATED THEREUNDER IN A PUBLIC OFFERING. THE SHARES ARE SUBJECT TO ANY RESTRICTIONS ON RESALE, IF ANY, REQUIRED FOR COMPLIANCE WITH RESALE OF SHARES ACQUIRED IN RELIANCE ON REGULATION A.COMPANY. (kl) Subscriber also acknowledges and agrees to the following: (i) an An investment in the shares Units is highly speculative and involves a high degree of risk of loss of the entire investment in the Company; and (ii) no public market exists and there There is no assurance that any a public market may ever develop either for the shares Securities will be available and that, as a result, Subscriber may not be able to liquidate Subscriber's ’s investment in the shares Securities should a need arise to do so. (lm) Subscriber is not dependent for liquidity on any of the amounts Subscriber is investing in the sharesUnits. (mn) Subscriber's ’s address set forth below is his or her correct residence address. (no) Subscriber has full power and authority to make the representations referred to herein, to purchase the shares Units and to execute and deliver this Subscription Agreement. (op) Subscriber understands that the foregoing representations and warranties are to be relied upon by the Company as a basis for the exemptions from registration and qualification of the sale of the shares Units under the federal and state securities laws and for other purposes. The foregoing representations and warranties are true and accurate as of the date hereof and shall survive such date. If any of the above representations and warranties shall cease to be true and accurate prior to the acceptance of this SubscriptionSubscription Agreement, Subscriber shall give prompt notice of such fact to the Company by telegram, or facsimile or e-mail, specifying which representations and warranties are not true and accurate and the reasons thereforetherefor.

Other Representations and Warranties of Subscriber. Subscriber hereby represents and warrants to the Company as follows: (a) The shares Securities are being acquired for Subscriber's ’s own account for investment, with no intention of distributing by Subscriber to distribute or selling sell any portion thereof within the meaning of the Securities Act, and will not be transferred by Subscriber in violation of the Securities Act or the then applicable rules or regulations there underthereunder. No one other than Subscriber has any interest in or any right to acquire the sharesSecurities. Subscriber understands and acknowledges that the Company will have no obligation to recognize the ownership, beneficial or otherwise, of the shares Securities by anyone but Subscriber. (b) Subscriber's ’s financial condition is such that Subscriber is able to bear the risk of holding the shares Securities that Subscriber may acquire pursuant to this agreementAgreement, for an indefinite period of time, and the risk of loss of Subscriber's ’s entire investment in the Company. (c) Subscriber has received, has read and understood and is familiar with the Company's Offering Circular, including, without limitation, the risk factors included therein (the "Offering Circular") and this Subscription Agreement. (d) The Company has made available all additional information which Subscriber has requested in connection with the Company and its representatives and Subscriber has been afforded an opportunity to make further inquiries of the Company and its representatives and the opportunity to obtain any additional information (to the extent the Company has such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of information contained in the Offering Circular or otherwise furnished by the Company to Subscriber. (e) No representations or warranties have been made to Subscriber by the Company, or any representative of the Company, or any securities broker/dealer, other than as set forth in the Offering Circular and this Subscription AgreementAgreement and the Term Sheet. (f) Subscriber has investigated the acquisition of the shares Securities to the extent Subscriber deemed necessary or desirable and the Company has provided Subscriber with any reasonable assistance Subscriber has requested in connection therewith. The Subscriber has been afforded the opportunity to review the Risk Factors attached as Exhibit A to the Term Sheet and the Company’s Form 10-KSB (f/y/e) December 31, 2005 and its Form 10-QSB (f/y/e) September 30, 2006. (g) Subscriber, either personally, or together with his advisors (other than any securities broker/dealers who may receive compensation from the sale of any of the sharesSecurities), has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of purchasing the shares Securities and of making an informed investment decision with respect thereto. (h) Subscriber is aware that Subscriber's ’s rights to transfer the shares are Securities is restricted by the Securities Act, Act and applicable state securities laws and the absence of a market for the shareslaws, and Subscriber will not offer for sale, sell or otherwise transfer the shares Securities without registration under the Securities Act and qualification under the securities laws of all applicable states, unless such sale would be exempt there fromtherefrom. (i) Subscriber understands and agrees that the shares Securities it acquires have not been registered under the Securities Act or any state securities act in reliance on an exemption for private offerings exemptions therefrom and that the Company has no obligation to effectuate any such registration. Subscriber further acknowledges that Subscriber is purchasing the shares Securities without being furnished any offering literature , the adequacy or prospectus other than accuracy of which has been passed upon by either the Offering Circular and this Subscription AgreementSEC or any state securities commission. (j) Subscriber has received, and read, and is familiar with a copy of the Company’s Term Sheet dated December 27, 2006 (the "Term Sheet"). Subscriber has had an opportunity to ask questions of, and receive answers from, representatives of the Company concerning the terms and conditions of this investment, and all such questions have been answered to the full satisfaction of the undersigned. Subscriber understands that no person other than the Company has been authorized to make any representation and if made, such representation may not be relied on unless it is made in writing and signed by the Company. The Company has not, however, rendered any investment advice to the undersigned with respect to the suitability of an investment in the Securities. (k) Any certificate representing the shares Securities will be endorsed with a restrictive legend similar to the following: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (“SECURITIES ACT”) OR APPLICABLE STATE LAW. THE SECURITIES MAY NOT BE PLEDGED, BUT HAVE BEEN OFFERED AND SOLD SOLD, ASSIGNED OR TRANSFERRED IN RELIANCE UPON THE EXEMPTION FROM ABSENCE OF AN EFFECTIVE REGISTRATION PROVIDED BY SECTION 3(b) OF STATEMENT WITH RESPECT THERETO UNDER THE SECURITIES ACT AND REGULATION A PROMULGATED THEREUNDER IN A PUBLIC OFFERING. ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE SHARES ARE SUBJECT COMPANY RECEIVES AN OPINION OF COUNSEL, SATISFACTORY TO ANY RESTRICTIONS ON RESALETHE COMPANY, IF ANY, REQUIRED FOR COMPLIANCE WITH RESALE OF SHARES ACQUIRED IN RELIANCE ON REGULATION A.THAT SUCH REGISTRATION IS NOT REQUIRED." (ki) Subscriber also acknowledges and agrees to the following: (i) an investment in the shares Securities is speculative and involves a high degree of risk of loss of the entire investment in the Company; and (ii) no public market exists and there is no assurance that any public market may ever develop either the Securities have not been registered for the shares and thatresale and, as a result, Subscriber may not be able to liquidate Subscriber's ’s investment in the shares Securities should a need arise to do so. (l) Subscriber is not dependent for liquidity on any of the amounts Subscriber is investing in the shares. (m) Subscriber's address set forth below is his or her correct residence address. (n) Subscriber has full power and authority to make the representations referred to herein, to purchase the shares and to execute and deliver this Subscription Agreement. (o) Subscriber understands that the foregoing representations and warranties are to be relied upon by the Company as a basis for the exemptions from registration and qualification of the sale of the shares under the federal and state securities laws and for other purposes. The foregoing representations and warranties are true and accurate as of the date hereof and shall survive such date. If any of the above representations and warranties shall cease to be true and accurate prior to the acceptance of this Subscription, Subscriber shall give prompt notice of such fact to the Company by telegram, or facsimile or e-mail, specifying which representations and warranties are not true and accurate and the reasons therefore.