Common use of REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER Clause in Contracts

REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER. 2.1 The Subscriber hereby severally represents and warrants to the Company as follows: (a) the Subscriber recognizes that the purchase of Shares involves a high degree of risk in that the Company has only recently commenced its proposed business and will require substantial funds in addition to the proceeds of this subscription; (b) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (c) the Subscriber has such knowledge and experience in finance, securities, investments, including investment in non-listed and non registered securities, and other business matters so as to be able to evaluate the merits and risks of an investment in the Company’s common stock and to otherwise protect its interests in connection with this transaction; (d) the Subscriber has been afforded access to information about the Company and the Company’s financial condition, results of operations, business, properties, management and prospects sufficient it to evaluate its investment in the Shares. The Subscriber further represents that it has had an opportunity to ask questions and receive answers from the directors and officers of the Company regarding the terms and conditions of the Offering and the business, properties, prospects and financial condition of the Company, each as is necessary to evaluate the merits and risks of investing in the Shares. The Subscriber believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. The Subscriber has had full opportunity to discuss this information with the Subscriber’s legal and financial advisers prior to execution of this Agreement. (e) the Subscriber acknowledges that no market for the Shares presently exists and none may develop in the future and accordingly the Subscriber may not be able to liquidate its investment; (f) the Subscriber hereby acknowledges that this offering of Shares by the Company has not been reviewed by the United States Securities and Exchange Commission ("SEC") and that, if the Subscriber is a resident of the United States, the Shares are being issued by the Company pursuant to an exemption from registration provided by Section 4(2) to the United States Securities Act; (g) the Subscriber is acquiring the Shares as principal for the Subscriber's own benefit; (h) the Subscriber is not aware of any advertisement of the Shares; (i) the Subscriber is acquiring the Shares subscribed to hereunder as an investment for Subscriber's own account, not as a nominee or agent, and not with a view toward the resale or distribution of any part thereof, and Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same; (j) the Subscriber does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person, or to any third person, with respect to any of the Shares sold hereby; (k) the Subscriber has full power and authority to enter into this Agreement which constitutes a valid and legally binding obligation, enforceable in accordance with its terms.

REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER. 2.1 The Subscriber hereby severally represents and warrants to the Company as follows: (a) the Subscriber recognizes that the purchase of Shares involves a high degree of risk in that the Company has only recently commenced its proposed business and will may require substantial funds in addition to the proceeds of this subscription; (b) an private placement; An investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (c) ; The Subscriber has had full opportunity to review information regarding the business and financial condition of the Company with the Subscriber’s legal and financial advisers prior to execution of this Subscription Agreement; The Subscriber has such knowledge and experience in finance, securities, investments, including investment in non-listed and non non-registered securities, and other business matters so as to be able to evaluate the merits and risks of an investment in the Company’s common stock and to otherwise protect its interests in connection with this transaction; (d) the Subscriber has been afforded access to information about the Company and the Company’s financial condition, results of operations, business, properties, management and prospects sufficient it to evaluate its investment in the Shares. The Subscriber further represents that it has had an opportunity to ask questions and receive answers from the directors and officers of the Company regarding the terms and conditions of the Offering and the business, properties, prospects and financial condition of the Company, each as is necessary to evaluate the merits and risks of investing in the Shares. The Subscriber believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. The Subscriber has had full opportunity to discuss this information with the Subscriber’s legal and financial advisers prior to execution of this Agreement. (e) the Subscriber acknowledges that no market for the Shares presently exists and none may develop in the future and accordingly the Subscriber may not be able to liquidate its investment; (f) the . The Subscriber hereby acknowledges that this offering of Shares by the Company has not been reviewed by the United States Securities and Exchange Commission (the "SEC") and that, if the Subscriber is a resident of the United States, that the Shares are being issued by the Company pursuant to an exemption from registration provided by Section 4(2) Regulation S pursuant to the United States Securities Act; (g) the . The Subscriber is acquiring the Shares as principal for the Subscriber's own benefit; (h) the Subscriber is not aware of any advertisement of the Shares; (i) the ; The Subscriber is acquiring the Shares subscribed to hereunder as an investment for the Subscriber's own account, not as a nominee or agent, and not with a view toward the resale or distribution of any part thereof, and the Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same; (j) the ; The Subscriber does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person, or to any third person, with respect to any of the Shares sold hereby; (k) the ; The Subscriber has full power and authority to enter into this Agreement which constitutes a valid and legally binding obligation, enforceable in accordance with its terms; Subscriber can bear the economic risk of this investment, and was not organized for the purpose of acquiring the Shares; The Subscriber has satisfied himself or herself as to the full observance of the laws of his or her jurisdiction in connection with any invitation to subscribe for the Shares and/or any use of this Agreement, including (i) the legal requirements within his/her jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares.

REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER. 2.1 The Subscriber hereby severally represents and warrants to the Company as follows: (a) and acknowledges that the Company is relying upon the Subscriber’s representations and warranties in agreeing to sell the Shares to the Subscriber that: The Subscriber recognizes that the purchase of Shares involves a high degree of risk in that the Company has only recently commenced its proposed business and will may require substantial funds in addition to the proceeds of this subscription; (b) an private placement; An investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (c) ; The Subscriber has had full opportunity to review information regarding the business and financial condition of the Company with the Subscriber’s legal and financial advisers prior to execution of this Subscription Agreement; The Subscriber has such knowledge and experience in finance, securities, investments, including investment in non-listed and non non- registered securities, and other business matters so as to be able to evaluate the merits and risks of an investment in the Company’s common stock and to otherwise protect its interests in connection with this transaction; (d) the Subscriber has been afforded access to information about the Company and the Company’s financial condition, results of operations, business, properties, management and prospects sufficient it to evaluate its investment in the Shares. The Subscriber further represents that it has had an opportunity to ask questions and receive answers from the directors and officers of the Company regarding the terms and conditions of the Offering and the business, properties, prospects and financial condition of the Company, each as is necessary to evaluate the merits and risks of investing in the Shares. The Subscriber believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. The Subscriber has had full opportunity to discuss this information with the Subscriber’s legal and financial advisers prior to execution of this Agreement. (e) the Subscriber acknowledges that no market for the Shares presently exists and none may develop in the future and accordingly the Subscriber may not be able to liquidate its investment; (f) the . The Subscriber hereby acknowledges that this offering of Shares by the Company has not been reviewed by the United States Securities and Exchange Commission (the "SEC") and that, if the Subscriber is a resident of the United States, that the Shares are being issued by the Company pursuant to an exemption from registration provided by Section 4(2) Regulation D pursuant to the United States Securities Act; (g) the . The Subscriber is acquiring the Shares as principal for the Subscriber's own benefit; (h) the ; The Subscriber is not aware of any advertisement of the Shares; (i) the . The Subscriber is acquiring the Shares subscribed to hereunder as an investment for the Subscriber's own account, not as a nominee or agent, and not with a view toward the resale or distribution of any part thereof, and the Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same; (j) the ; The Subscriber does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person, or to any third person, with respect to any of the Shares sold hereby; (k) the ; The Subscriber has full power and authority to enter into this Agreement which constitutes a valid and legally binding obligation, enforceable in accordance with its terms; The Subscriber can bear the economic risk of this investment, and was not organized for the purpose of acquiring the Shares; The Subscriber has satisfied himself or herself as to the full observance of the laws of his or her jurisdiction in connection with any invitation to subscribe for the Shares and/or any use of this Agreement, including (i) the legal requirements within his/her jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares.

REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER. 2.1 The Subscriber hereby severally represents and warrants to the Company Company, as of the date hereof, as follows: (a) Subscriber is acquiring the Subscriber recognizes that Shares for Subscriber’s own account, as principal, for investment purposes only and not with any intention to resell, distribute or otherwise dispose of the purchase of Shares involves a high degree of risk in that the Company has only recently commenced its proposed business and will require substantial funds in addition to the proceeds of this subscription;Shares. (b) Subscriber has had an investment in unrestricted opportunity to: (i) obtain information concerning the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in Shares, the Company and its proposed and existing business and assets; and (ii) ask questions of, and receive answers from the Shares;Company concerning information as may have been necessary to verify the accuracy of the information contained in this Agreement or otherwise provided. Subscriber acknowledges receipt of copies of the SEC Reports (or access thereto via EXXXX). Neither such inquiries nor any other due diligence investigation conducted by such Subscriber shall modify, limit or otherwise affect such Subscriber’s right to rely on the Company’s representations and warranties contained in this Agreement. (c) Subscriber is an Accredited Investor, within the Subscriber meaning of Rule 501 of Regulation D promulgated under the Securities Act, and has such knowledge and experience in finance, securities, investments, including investment in non-listed financial and non registered securities, and other business matters so as to be able to evaluate the merits and risks that he is capable of an investment in the Company’s common stock and to otherwise protect its interests in connection with this transaction; (d) the Subscriber has been afforded access to information about the Company and the Company’s financial condition, results of operations, business, properties, management and prospects sufficient it to evaluate its investment in the Shares. The Subscriber further represents that it has had an opportunity to ask questions and receive answers from the directors and officers of the Company regarding the terms and conditions of the Offering and the business, properties, prospects and financial condition of the Company, each as is necessary to evaluate evaluating the merits and risks of investing in the SharesCompany, and all information that Subscriber has provided concerning Subscriber, Subscriber’s financial position and knowledge of financial and business matters is true, correct and complete. The Subscriber believes it has received all acknowledges and understands that the Company will rely on the information it considers necessary provided by Subscriber in this Agreement and in the Subscriber Questionnaire annexed hereto as Exhibit B for purposes of complying with federal and applicable state securities laws. (d) Subscriber has not dealt with a placement in connection with the purchase of the securities offered hereunder and agrees to indemnify and hold the Company and its officers and directors harmless from any claims for placement agent or appropriate for deciding whether similar fees in connection with the transactions contemplated herein. (e) Subscriber is not relying on the Company or any of the Company’s management, officers, employees, agents, consultants or the Company’s legal counsel with respect to purchase any legal, investment or tax considerations involved in the purchase, ownership and disposition of the Shares. The Subscriber has had full opportunity relied solely on the advice of, or has consulted with, in regard to discuss this information the legal, investment and tax considerations involved in the purchase, ownership and disposition of the Common Stock, Subscriber’s own legal counsel, business and/or investment adviser, accountant and tax adviser. (f) Subscriber understands that the Shares cannot be sold, assigned, transferred, exchanged, hypothecated or pledged, or otherwise disposed of or encumbered except in accordance with the Subscriber’s legal Securities Act or Exchange Act, and financial advisers prior that a market may never exist for the resale of any such securities. In addition, Subscriber understands that the Shares, have not been registered under the Securities Act, or under any applicable state securities or blue sky laws or the laws of any other jurisdiction, and cannot be resold unless they are so registered or unless an exemption from registration is available. Subscriber understands that there is no current plan to execution register the Shares. (g) Subscriber is willing and able to bear the economic and other risks of an investment in the Company for an indefinite period of time. Subscriber has read and understands the provisions of this Agreement. (e) the Subscriber acknowledges that no market for the Shares presently exists and none may develop in the future and accordingly the Subscriber may not be able to liquidate its investment; (f) the Subscriber hereby acknowledges that this offering of Shares by the Company has not been reviewed by the United States Securities and Exchange Commission ("SEC") and that, if the Subscriber is a resident of the United States, the Shares are being issued by the Company pursuant to an exemption from registration provided by Section 4(2) to the United States Securities Act; (g) the Subscriber is acquiring the Shares as principal for the Subscriber's own benefit; (h) the Subscriber maintains Subscriber’s domicile and is not aware merely a transient or temporary resident at the residence address shown on the signature page of any advertisement of the Shares;this Agreement. (i) the Subscriber is acquiring not participating in the Shares subscribed to hereunder as an investment for Subscriber's own account, not transaction contemplated hereby as a nominee result of or agentsubsequent to: (i) any advertisement, and not article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio; (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising; or (iii) any registration statement the Company may have filed with a view toward the resale or distribution of any part thereof, and Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same;SEC. (j) Subscriber is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, as the case may be. Subscriber does not has all requisite power and authority to own its properties, to carry on its business as presently conducted, to enter into and perform the Subscription and the agreements, documents and instruments executed, delivered and/or contemplated hereby to which it is a party and to carry out the transactions contemplated hereby and thereby. Subscription Documents are valid and binding obligations of Subscriber, enforceable against it in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws, from time to time in effect, which affect enforcement of creditors’ rights generally. If applicable, the execution, delivery and performance of the Subscription Documents to which it is a party have been duly authorized by all necessary action of Subscriber. The execution, delivery and performance of the Subscription Documents and the performance of any contracttransactions contemplated by the Subscription Documents will not: (i) violate, undertakingconflict with or result in a default (whether after the giving of notice, agreement lapse of time or arrangement with both) under any person contract or obligation to sell, transfer which Subscriber is a party or grant participation to such personby which it or its assets are bound, or to any third personprovision of its organizational documents (if an entity), with respect to or cause the creation of any lien or encumbrance upon any of the Shares sold hereby;assets of Subscriber; (ii) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by any court or other governmental agency applicable to Subscriber; (iii) require from Subscriber any notice to, declaration or filing with, or consent or approval of any governmental authority or other third party other than pursuant to federal or state securities or blue sky laws; or (iv) accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which Subscriber is a party or by which it is bound. (k) Subscriber acknowledges and agrees that the Subscriber has full power and authority Company intends to enter into raise additional funds, which may be on different terms than the terms of this Agreement which constitutes to operate its business and that it will likely suffer dilution as a valid result thereof. (l) Subscriber acknowledges and legally binding obligationagrees that the Company will have broad discretion with respect to the use of the proceeds from the purchase of the Shares, enforceable and investors will be relying on the judgment of management regarding the application of these proceeds. (m) At the time Subscriber was offered the Shares, it was, and at the date hereof it is, and Subscriber will be, an “accredited investor” as defined in accordance with Rule 501(a) under the Securities Act. Subscriber hereby represents that neither Subscriber nor any of its termsRule 506(d) Related Parties is a “bad actor” within the meaning of Rule 506(d) promulgated under the Securities Act. For purposes of this Agreement, “Rule 506(d) Related Party” shall mean a person or entity covered by the “Bad Actor disqualification” provision of Rule 506(d) of the Securities Act.

REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER. 2.1 The Subscriber hereby severally represents and warrants to the Company as follows: (a1) the The Subscriber recognizes that the purchase of Shares involves a high degree of risk in that the Company has only recently commenced its proposed business and will may require substantial funds in addition to the proceeds of this subscription; (b2) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (c3) the Subscriber has such knowledge and experience in finance, securities, investments, including investment in non-listed and non registered securities, and other business matters so as to be able to evaluate the merits and risks of an investment in the Company’s common stock and to otherwise protect its interests in connection with this transaction; (d4) the Subscriber has been afforded access to information about the Company and the Company’s financial condition, results of operations, business, properties, management and prospects sufficient it to evaluate its investment in the Shares. The Subscriber further represents that it has had an opportunity to ask questions and receive answers from the directors and officers of the Company regarding the terms and conditions of the Offering and the business, properties, prospects and financial condition is a company controlled by a director of the Company, each as is necessary to evaluate the merits and risks of investing in the Shares. The Subscriber believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. The Subscriber has had full opportunity to discuss this information with the Subscriber’s legal and financial advisers prior to execution of this Agreement.; (e5) the Subscriber acknowledges that no market for the Shares presently exists and none may develop in the future and accordingly the Subscriber may not be able to liquidate its investment;. (f6) the The Subscriber hereby acknowledges that this offering of Shares by the Company has not been reviewed by the United States Securities and Exchange Commission ("SEC") and that, if the Subscriber is a resident of the United States, that the Shares are being issued by the Company pursuant to an exemption from registration provided by Section 4(2) to the United States Securities Act;. (g7) the Subscriber is acquiring the Shares as principal for the Subscriber's own benefit; (h) 8) the Subscriber is not aware of any advertisement of the Shares;. (i9) the Subscriber is acquiring the Shares subscribed to hereunder as an investment for Subscriber's own account, not as a nominee or agent, and not with a view toward the resale or distribution of any part thereof, and Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same; (j10) the Subscriber does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person, or to any third person, with respect to any of the Shares sold hereby; (k11) the Subscriber has full power and authority to enter into this Agreement which constitutes a valid and legally binding obligation, enforceable in accordance with its terms.; (12) Subscriber can bear the economic risk of this investment, and was not organized for the purpose of acquiring the Shares;

REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER. 2.1 The Subscriber hereby severally represents and warrants to the Company as follows: (aA) the The Subscriber recognizes that the purchase of Shares involves a high degree of risk in that the Company has only recently commenced its proposed business and will may require substantial funds in addition to the proceeds of this subscription; (bB) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (cC) the Subscriber has such knowledge and experience in finance, securities, investments, including investment in non-listed and non registered securities, and other business matters so as to be able to evaluate the merits and risks of an investment in the Company’s common stock and to otherwise protect its interests in connection with this transaction; (dD) the Subscriber has been afforded access to information about the Company and the Company’s financial condition, results of operations, business, properties, management and prospects sufficient it to evaluate its investment in the Shares. The Subscriber further represents that it has had an opportunity to ask questions and receive answers from the directors and officers of the Company regarding the terms and conditions of the Offering and the business, properties, prospects and financial condition is a company controlled by a director of the Company, each as is necessary to evaluate the merits and risks of investing in the Shares. The Subscriber believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. The Subscriber has had full opportunity to discuss this information with the Subscriber’s legal and financial advisers prior to execution of this Agreement.; (eE) the Subscriber acknowledges that no market for the Shares presently exists and none may develop in the future and accordingly the Subscriber may not be able to liquidate its investment;. (fF) the The Subscriber hereby acknowledges that this offering of Shares by the Company has not been reviewed by the United States Securities and Exchange Commission ("SEC") and that, if the Subscriber is a resident of the United States, that the Shares are being issued by the Company pursuant to an exemption from registration provided by Section 4(2) to the United States Securities Act;. (gG) the Subscriber is acquiring the Shares as principal for the Subscriber's own benefit; (hH) the Subscriber is not aware of any advertisement of the Shares;. (iI) the Subscriber is acquiring the Shares subscribed to hereunder as an investment for Subscriber's own account, not as a nominee or agent, and not with a view toward the resale or distribution of any part thereof, and Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same; (jJ) the Subscriber does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person, or to any third person, with respect to any of the Shares sold hereby; (kK) the Subscriber has full power and authority to enter into this Agreement which constitutes a valid and legally binding obligation, enforceable in accordance with its terms.; (L) Subscriber can bear the economic risk of this investment, and was not organized for the purpose of acquiring the Shares;

REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER. The Subscriber understands and agrees that the Company is relying and may rely upon the following representations, warranties, acknowledgements, consents, confirmations and covenants made by the Subscriber in entering into this Agreement: 2.1 The Subscriber hereby severally represents and warrants to the Company as follows: (a) the Subscriber recognizes that the purchase acquisition of Shares the Shares, the Warrants and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”) involves a high degree of risk and is suitable only for persons of adequate financial means who have no need for liquidity in this investment in that the Company has only recently commenced its proposed business and will require substantial funds in addition to the proceeds of this subscription; (bi) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (c) the Subscriber has such knowledge and experience in finance, securities, investments, including investment in non-listed and non registered securities, and other business matters so as to be able to evaluate the merits and risks of an investment in the Company’s common stock and to otherwise protect its interests in connection with this transaction; (d) the Subscriber has been afforded access to information about the Company and the Company’s financial condition, results of operations, business, properties, management and prospects sufficient it to evaluate its investment in the Shares. The Subscriber further represents that it has had an opportunity to ask questions and receive answers from the directors and officers of the Company regarding the terms and conditions of the Offering and the business, properties, prospects and financial condition of the Company, each as is necessary to evaluate the merits and risks of investing in the Shares. The Subscriber believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. The Subscriber has had full opportunity to discuss this information with the Subscriber’s legal and financial advisers prior to execution of this Agreement. (e) the Subscriber acknowledges that no market for the Shares presently exists and none may develop in the future and accordingly the Subscriber may not be able to liquidate its investment; investment in the event of an emergency; (fii) transferability is extremely limited; and (iii) the Subscriber hereby could sustain a complete loss of its investment. 2.2 The Subscriber represents that it (i) is competent to understand and does understand the nature of this investment; and (ii) is able to bear the economic risk of this investment. 2.3 The Subscriber represents and warrants that it is an “accredited investor,” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”). The Subscriber meets the requirements of at least one of the suitability standards for an “accredited investor” as set forth on the Accredited Investor Certification contained herein. 2.4 The Subscriber represents and warrants that it has significant prior investment experience, including investment in restricted securities, and that it has read this Agreement and the Warrants in order to evaluate the merits and risks of the investment. 2.5 The Subscriber represents and warrants that it has reviewed all reports, statements and other documents regarding the Company that have been filed with the Securities and Exchange Commission (collectively, the “SEC Reports”), including the risk factors set forth in the Company’s latest Annual Report on Form 10-K and other filings, as applicable. The Subscriber also represents and warrants that it has been furnished by the Company with all information regarding the Company which it had requested or desired to know; that all documents which could be reasonably provided have been made available for its inspection and review; that it has been afforded the oppor­tunity to ask questions of and receive answers from duly authorized representatives of the Company concerning the terms and conditions of the Offering, and any additional informa­tion which it had requested for the purpose of verifying the information set forth in the SEC Reports; and that it has had the opportunity to consult with its own tax or financial advisor concerning an investment in the Company. The Subscriber confirms that no oral representations have been made or oral information furnished to the Subscriber or its advisers in connection with the Offering that are inconsistent in any respect with the SEC Reports, this Agreement or the Warrants. 2.6 The Subscriber acknowledges that this offering of Shares by the Company Offering has not been reviewed by the United States Securities Securi­ties and Exchange Commission ("the “SEC"”) and that, if the Subscriber because it is intended to be a resident non-public offering pursuant to Section 4(a)(2) of the United StatesAct and Rule 506 of Regulation D promulgated thereunder. The Subscriber represents and warrants that the Shares, the Warrants and the Warrant Shares are being issued by the Company pursuant to an exemption from registration provided by Section 4(2) to the United States Securities Act; (g) the Subscriber is acquiring the Shares as principal being, and will be, acquired for the Subscriber's own benefit; (h) the Subscriber is not aware of any advertisement of the Shares; (i) the Subscriber is acquiring the Shares subscribed to hereunder as an investment for Subscriber's its own account, not as a nominee or agent, for investment and not with a view toward the resale or for distribution of any part thereof, and to others. The Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same; (j) the Subscriber does agrees that it will not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such personotherwise dispose of the Shares, the Warrants or the Warrant Shares, or any portion thereof, unless they are registered under the Act or unless an exemption from such registration is avail­able. 2.7 The Subscriber consents that the Company shall permit the transfer of the Shares, the Warrants and the Warrant Shares by the Subscriber out of its name only when its request for transfer is accompanied by an opinion of counsel reasonably acceptable to the Company that neither the sale nor the proposed transfer results in a violation of the Act or any third personapplicable state “blue sky” laws (collectively, “Securities Laws”). The Subscriber agrees to be bound by any requirements of such Securities Laws. 2.8 The Subscriber acknowledges and agrees that the Company is relying on the Subscriber’s representations and warranties contained in this Agreement in determining whether to accept this subscription. 2.9 The Subscriber consents to the placement of the following legend on the Shares, the Warrants and the Warrant Shares: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, OPTION, LOAN OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (B) IF THE COMPANY HAS BEEN FURNISHED WITH A REASONABLY SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT OR THE RULES AND REGULATIONS IN EFFECT THEREUNDER, AND IN COMPLIANCE WITH PROVISIONS OF APPLICABLE STATE SECURITIES LAWS.” The Subscriber is aware that the Company will make a notation in its appropriate records with respect to any the restrictions on the transferability of the Shares, the Warrants and the Warrant Shares. The legend requirement imposed by this Section 2.9 as to the Act shall cease and terminate as to any particular Shares, the Warrants and/or Warrant Shares sold hereby;(a) when the Company has received a reasonably satisfactory opinion of counsel from Xxxxxxxxxx Xxxxxxx LLP, Certilman Balin Xxxxx & Xxxxx, LLP or other counsel reasonably acceptable to the Company that such legend is no longer required in order to assure compliance by the Company with the Act or (b) when such Shares, Warrants and/or Warrant Shares have been effectively registered under the Act or transferred pursuant to Rule 144 promulgated under the Act. Wherever (x) such requirement shall cease and terminate as to any Shares, Warrants and/or Warrant Shares or (y) such Shares, Warrants and/or Warrant Shares shall be transferable under Rule 144(b)(1), the holder thereof shall be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth this Section 2.9 as to the Act. (k) 2.10 The Subscriber represents and that the address set forth on the signature page is the Subscriber’s true and correct address. 2.11 The Subscriber represents and warrants that it is unaware of, is in no way relying on, and did not become aware of, the Offering through, or as a result of, any form of general solicitation or advertising, including, without limitation, articles, notices, advertisements or other communications published in any newspaper, magazine or other similar media or broadcast over television or radio or any seminar or meeting where the attendees have been invited by any such means of general solicitation or advertising, or through any filings made by the Company with the SEC with respect to the public offering of its securities. 2.12 The Subscriber represents and warrants that the Subscriber has reached the age of 21 and has full power and authority to enter into execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof. 2.13 The Subscriber represents and warrants that the execution and delivery of this Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or other document to which constitutes the Subscriber is a valid and legally binding obligationparty or by which it is bound. 2.14 NEITHER THE SHARES, enforceable in accordance with its termsNOR THE WARRANTS NOR THE WARRANT SHARES OFFERED HEREBY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SHARES, THE WARRANTS AND THE WARRANT SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. NEITHER THE SHARES, NOR THE WARRANTS NOR THE WARRANT SHARES HAVE BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE SEC REPORTS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER. 2.1 The Subscriber hereby severally acknowledges, represents and warrants to the Company as followsthe following: (aA) the Subscriber recognizes acknowledges that the purchase of Shares the shares subscribed to herein involves a high degree of risk in that the Company has only recently commenced its proposed business been incorporated and will may require substantial funds in addition to the proceeds of this subscriptionfunds; (bB) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (cC) the Subscriber has such knowledge and experience in finance, securities, investments, including investment in non-listed unlisted and non registered unregistered securities, and other business matters so as to be able to evaluate the merits and risks of an investment in the Company’s common stock and to otherwise protect its interests in connection with this transaction; (dD) the Subscriber has been afforded access to information about the Company and the Company’s financial condition, results of operations, business, properties, management and prospects sufficient it to evaluate its investment in the Shares. The Subscriber further represents that it has had an opportunity to ask questions and receive answers from the directors and officers of the Company regarding the terms and conditions of the Offering and the business, properties, prospects and financial condition of the Company, each as is necessary to evaluate the merits and risks of investing in the Shares. The Subscriber believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. The Subscriber has had full opportunity to discuss this information with the Subscriber’s legal and financial advisers prior to execution of this Agreement. (e) the Subscriber acknowledges that no market for the Shares presently exists and none may develop in the future and accordingly the Subscriber may not be able to liquidate its investment; (fE) the Subscriber hereby acknowledges (i) that this offering of Shares by the Company has not been reviewed by the United States Securities and Exchange Commission ("SEC") and that, if or by the Subscriber is a resident securities regulator of the United States, any state; (ii) that the Shares are being issued by the Company pursuant to an exemption from registration provided by Section 4(2) to of the United States Securities Act;Act of 1933; and (iii) that any certificate evidencing the Shares received by Subscriber will bear a legend in substantially the following form: THE STOCK REPRESENTED BY THIS CERTIFICATE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND THAT SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. (gF) the Subscriber is acquiring the Shares as principal for the Subscriber's own benefit; (h) the Subscriber is not aware of any advertisement of the Shares; (i) the Subscriber is acquiring the Shares subscribed to hereunder as an investment for Subscriber's own account, not as a nominee or agent, and not with a view toward the resale or distribution of any part thereof, and Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same; (j) the Subscriber does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person, or to any third person, with respect to any of the Shares sold hereby; (k) the Subscriber has full power and authority to enter into this Agreement which constitutes a valid and legally binding obligation, enforceable in accordance with its terms.

REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER. 2.1 The Subscriber hereby severally represents and warrants to the Company as followsthe following: (aA) the Subscriber recognizes that the purchase of Shares subscribed to herein involves a high degree of risk in that the Company has only recently commenced its proposed business been incorporated and will may require substantial funds in addition to the proceeds of this subscriptionfunds; (bB) an An investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (cC) the Subscriber has such knowledge and experience in finance, securities, investments, including investment in non-listed and non registered securities, and other business matters so as to be able to evaluate the merits and risks of an investment in the Company’s common stock and to otherwise protect its interests in connection with this transaction; (dD) the Subscriber has been afforded access to information about the Company and the Company’s financial condition, results of operations, business, properties, management and prospects sufficient it to evaluate its investment in the Shares. The Subscriber further represents that it has had an opportunity to ask questions and receive answers from the directors and officers of the Company regarding the terms and conditions of the Offering and the business, properties, prospects and financial condition of the Company, each as is necessary to evaluate the merits and risks of investing in the Shares. The Subscriber believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. The Subscriber has had full opportunity to discuss this information with the Subscriber’s legal and financial advisers prior to execution of this Agreement. (e) the Subscriber acknowledges that no market for the Shares presently exists and none may develop in the future and accordingly the Subscriber may not be able to liquidate its investment; (fE) the Subscriber hereby acknowledges that receipt of a copy of the Prospectus relating to this offering of and the Shares by the Company has not been reviewed by which is on file with the United States Securities and Exchange Commission ("SEC") and represents and warrants that, if in making his investment in the Shares, he has reviewed the Prospectus. (F) Subscriber is a resident further acknowledges the public availability of the United StatesCompany’s the Prospectus which can be viewed on the SEC Xxxxx Database, under the Shares are being issued by CIK number 0001671077. The Prospectus is made available in the Company pursuant to an exemption from registration provided by Section 4(2) to the United States Securities Act;Company’s most recent S-1 Registration Statement deemed effective on __________, 2016. (gG) the Subscriber is acquiring the Shares as a principal for the Subscriber's ’s own benefit; (h) the Subscriber is not aware of any advertisement of the Shares; (i) the Subscriber is acquiring the Shares subscribed to hereunder as an investment for Subscriber's own account, not as a nominee or agent, account and not with a view toward the resale to sale or other distribution of any part thereof, and Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same;Shares. (jH) All information herein concerning the Subscriber does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person, or to any third person, with respect to any is correct and complete as of the Shares sold hereby;date hereof. (kI) the Subscriber has full power and authority to enter into this Agreement which constitutes a valid and legally binding obligationSUBSCRIBER CERTIFIES THAT HE, enforceable in accordance with its termsSHE OR IT HAS READ THIS ENTIRE SUBSCRIPTION AGREEMENT AND THAT EVERY STATEMENT MADE BY THE SUBSCRIBER HEREIN IS TRUE, ACCURATE AND COMPLETE.

REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER. 2.1 The Subscriber hereby severally represents and warrants to the Company as follows: (a) the Subscriber recognizes that the purchase of Shares involves a high degree of risk in that the Company has only recently commenced its proposed business and will require substantial funds in addition to the proceeds of this subscription; (b) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (c) the Subscriber has such knowledge and experience in finance, securities, investments, including investment in non-listed and non registered securities, and other business matters so as to be able to evaluate the merits and risks of an investment in the Company’s common stock and to otherwise protect its interests in connection with this transaction; (d) the Subscriber has been afforded access to information about the Company and the Company’s financial condition, results of operations, business, properties, management and prospects sufficient it to evaluate its investment in the Shares. The Subscriber further represents that it has had an opportunity to ask questions and receive answers from the directors and officers of the Company regarding the terms and conditions of the Offering and the business, properties, prospects and financial condition of the Company, each as is necessary to evaluate the merits and risks of investing in the Shares. The Subscriber believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. The Subscriber has had full opportunity to discuss this information with the Subscriber’s legal and financial advisers prior to execution of this Agreement. (e) the Subscriber acknowledges that no market for the Shares presently exists and none may develop in the future and accordingly the Subscriber may not be able to liquidate its investment; (fe) the Subscriber hereby acknowledges that this offering of Shares by the Company has not been reviewed by the United States Securities and Exchange Commission ("“SEC"”) and that, if the Subscriber is a resident of the United States, that the Shares are being issued by the Company pursuant to an exemption from registration provided by Section 4(2) to the United States Securities Act; (gf) the The Subscriber is acquiring has not purchased the Shares as principal for a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, television or other form of telecommunications, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising. (g) The Subscriber understands that the Subscriber's own benefit;Shares are “restricted securities” under applicable federal securities laws and that the 1933 Act and the rules of the SEC provide in substance that the Subscriber may dispose of the Shares only pursuant to an effective registration statement under the 1933 Act or an exemption therefrom. (h) If the Subscriber is not aware of decides to offer, sell or otherwise transfer any advertisement of the Shares, it will not offer, sell or otherwise transfer any of such Shares directly or indirectly, unless: (i) the sale is to the Company; (ii) the sale is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the 1933 Act and in compliance with applicable local laws and regulations; (iii) the sale is made pursuant to the exemption from the registration requirements under the 1933 Act provided by Rule 144 thereunder and in accordance with any applicable state securities or “blue sky” laws; or (iv) the Shares are sold in a transaction that does not require registration under the 1933 Act or any applicable state laws and regulations governing the offer and sale of securities, and, in the cased of (c) and (d), it has prior to such sale furnished to the Company an opinion of counsel reasonably satisfactory to the Company. (i) the Subscriber is acquiring the Shares subscribed to hereunder as an investment for Subscriber's ’s own account, not as a nominee or agent, and not with a view toward the resale or distribution of any part thereof, and Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same; (j) the Subscriber does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person, or to any third person, with respect to any of the Shares sold hereby; (k) the Subscriber has full power and authority to enter into this Agreement which constitutes a valid and legally binding obligation, enforceable in accordance with its terms. (l) the Subscriber acknowledges and agrees that the Subscriber’s ability to transfer the Shares is subject to the restrictions on transfer as set forth in the Company’s bylaws. (m) The Subscriber represents and warrants to the Company that the Subscriber is one of the following [Initial (a), (b) or (c), as appropriate, and complete (b) or (c), if applicable]: (i) an officer or director of the Company; (ii) a close personal friend of ________________., an officer or director of the Company.

REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER. 2.1 The Subscriber hereby severally represents and warrants to the Company as follows: (aA) the The Subscriber recognizes that the purchase of Shares involves a high degree of risk in that the Company has only recently commenced its proposed business and will may require substantial funds in addition to the proceeds of this subscription; (bC) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (cD) the Subscriber has such knowledge and experience in finance, securities, investments, including investment in non-listed and non registered securities, and other business matters so as to be able to evaluate the merits and risks of an investment in the Company’s common stock and to otherwise protect its interests in connection with this transaction; (dE) the Subscriber has been afforded access to information about the Company and the Company’s financial condition, results of operations, business, properties, management and prospects sufficient it to evaluate its investment in the Shares. The Subscriber further represents that it has had an opportunity to ask questions and receive answers from the directors and officers of the Company regarding the terms and conditions of the Offering and the business, properties, prospects and financial condition is a company controlled by a director of the Company, each as is necessary to evaluate the merits and risks of investing in the Shares. The Subscriber believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. The Subscriber has had full opportunity to discuss this information with the Subscriber’s legal and financial advisers prior to execution of this Agreement.; (eF) the Subscriber acknowledges that no market for the Shares presently exists and none may develop in the future and accordingly the Subscriber may not be able to liquidate its investment;. (fG) the The Subscriber hereby acknowledges that this offering of Shares by the Company has not been reviewed by the United States Securities and Exchange Commission ("SEC") and that, if the Subscriber is a resident of the United States, that the Shares are being issued by the Company pursuant to an exemption from registration provided by Section 4(2) to the United States Securities Act;. (gH) the Subscriber is acquiring the Shares as principal for the Subscriber's own benefit; (hI) the Subscriber is not aware of any advertisement of the Shares;. (iJ) the Subscriber is acquiring the Shares subscribed to hereunder as an investment for Subscriber's own account, not as a nominee or agent, and not with a view toward the resale or distribution of any part thereof, and Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same; (jK) the Subscriber does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person, or to any third person, with respect to any of the Shares sold hereby; (kL) the Subscriber has full power and authority to enter into this Agreement which constitutes a valid and legally binding obligation, enforceable in accordance with its terms.; (M) Subscriber can bear the economic risk of this investment, and was not organized for the purpose of acquiring the Shares;

REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER. 2.1 The Subscriber hereby severally represents and warrants to the Company as followsthe following: (aA) the Subscriber recognizes that the purchase of Shares subscribed to herein involves a high degree of risk in that the Company has only recently commenced its proposed business been incorporated and will may require substantial funds in addition to the proceeds of this subscriptionfunds; (bB) an An investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (cC) the Subscriber has such knowledge and experience in finance, securities, investments, including investment in non-listed and non registered securities, and other business matters so as to be able to evaluate the merits and risks of an investment in the Company’s common stock and to otherwise protect its interests in connection with this transaction; (dD) the Subscriber has been afforded access to information about the Company and the Company’s financial condition, results of operations, business, properties, management and prospects sufficient it to evaluate its investment in the Shares. The Subscriber further represents that it has had an opportunity to ask questions and receive answers from the directors and officers of the Company regarding the terms and conditions of the Offering and the business, properties, prospects and financial condition of the Company, each as is necessary to evaluate the merits and risks of investing in the Shares. The Subscriber believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. The Subscriber has had full opportunity to discuss this information with the Subscriber’s legal and financial advisers prior to execution of this Agreement. (e) the Subscriber acknowledges that no market for the Shares presently exists and none may develop in the future and accordingly the Subscriber may not be able to liquidate its investment; (fE) the Subscriber hereby acknowledges that receipt of a copy of the Prospectus relating to this offering of and the Shares by the Company has not been reviewed by which is on file with the United States Securities and Exchange Commission ("SEC") and represents and warrants that, if in making his investment in the Subscriber Shares, he is a resident of the United States, the Shares are being issued not relying upon any representations by the Company pursuant to an exemption from registration provided by Section 4(2) to or its representatives other than those contained in the United States Securities Act;Prospectus. (gF) Subscriber further acknowledges the public availability of the Company’s the Prospectus which can be viewed on the SEC Exxxx Database, under the CIK number 0001671077. The Prospectus is made available in the Company’s most recent S-1 Registration Statement deemed effective on __________, 2016. In the Prospectus it makes clear the terms and conditions of the offering of Common Stock and the risks associated therewith are described. (G) Subscriber is acquiring the Shares as a principal for the Subscriber's ’s own benefit; (h) the Subscriber is not aware of any advertisement of the Shares; (i) the Subscriber is acquiring the Shares subscribed to hereunder as an investment for Subscriber's own account, not as a nominee or agent, account and not with a view toward the resale to sale or other distribution of any part thereof, and Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same;Shares. (jH) All information herein concerning the Subscriber does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person, or to any third person, with respect to any is correct and complete as of the Shares sold hereby;date hereof. (kI) the Subscriber has full power and authority to enter into this Agreement which constitutes a valid and legally binding obligationSUBSCRIBER CERTIFIES THAT HE, enforceable in accordance with its termsSHE OR IT HAS READ THIS ENTIRE SUBSCRIPTION AGREEMENT AND THAT EVERY STATEMENT MADE BY THE SUBSCRIBER HEREIN IS TRUE, ACCURATE AND COMPLETE.

REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER. The Subscriber understands and agrees that the Company is relying and may rely upon the following representations, warranties, acknowledgements, consents, confirmations and covenants made by the Subscriber in entering into this Agreement: 2.1 The Subscriber hereby severally represents and warrants to the Company as follows: (a) the Subscriber recognizes that the purchase acquisition of Shares the Shares, the Warrant and the shares of Common Stock issuable upon exercise of the Warrant (the “Warrant Shares”) involves a high degree of risk and is suitable only for persons of adequate financial means who have no need for liquidity in this investment in that the Company has only recently commenced its proposed business and will require substantial funds in addition to the proceeds of this subscription; (bi) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (c) the Subscriber has such knowledge and experience in finance, securities, investments, including investment in non-listed and non registered securities, and other business matters so as to be able to evaluate the merits and risks of an investment in the Company’s common stock and to otherwise protect its interests in connection with this transaction; (d) the Subscriber has been afforded access to information about the Company and the Company’s financial condition, results of operations, business, properties, management and prospects sufficient it to evaluate its investment in the Shares. The Subscriber further represents that it has had an opportunity to ask questions and receive answers from the directors and officers of the Company regarding the terms and conditions of the Offering and the business, properties, prospects and financial condition of the Company, each as is necessary to evaluate the merits and risks of investing in the Shares. The Subscriber believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. The Subscriber has had full opportunity to discuss this information with the Subscriber’s legal and financial advisers prior to execution of this Agreement. (e) the Subscriber acknowledges that no market for the Shares presently exists and none may develop in the future and accordingly the Subscriber may not be able to liquidate its investment; investment in the event of an emergency; (fii) transferability is extremely limited; and (iii) the Subscriber hereby could sustain a complete loss of its investment. 2.2 The Subscriber represents that it (i) is competent to understand and does understand the nature of this investment; and (ii) is able to bear the economic risk of this investment. 2.3 The Subscriber represents and warrants that it is an “accredited investor,” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”). The Subscriber meets the requirements of at least one of the suitability standards for an “accredited investor” as set forth on the Accredited Investor Certification contained herein. 2.4 The Subscriber represents and warrants that it has significant prior investment experience, including investment in restricted securities, and that it has read this Agreement and the Warrant in order to evaluate the merits and risks of the investment. 2.5 The Subscriber represents and warrants that it has reviewed all reports, statements and other documents regarding the Company that have been filed with the Securities and Exchange Commission (collectively, the “SEC Reports”), including the risk factors set forth in the Company’s latest Annual Report on Form 10-K and other filings, as applicable. The Subscriber also represents and warrants that it has been furnished by the Company with all information regarding the Company which it had requested or desired to know; that all documents which could be reasonably provided have been made available for its inspection and review; that it has been afforded the opportunity to ask questions of and receive answers from duly authorized representatives of the Company concerning the terms and conditions of the Offering, and any additional information which it had requested for the purpose of verifying the information set forth in the SEC Reports; and that it has had the opportunity to consult with its own tax or financial advisor concerning an investment in the Company. The Subscriber confirms that no oral representations have been made or oral information furnished to the Subscriber or its advisers in connection with the Offering that are inconsistent in any respect with the SEC Reports, this Agreement or the Warrant. 2.6 The Subscriber acknowledges that this offering of Shares by the Company Offering has not been reviewed by the United States Securities and Exchange Commission ("the “SEC"”) and that, if the Subscriber because it is intended to be a resident non-public offering pursuant to Section 4(a)(2) of the United StatesAct and Rule 506 of Regulation D promulgated thereunder. The Subscriber represents and warrants that the Shares, the Warrant and the Warrant Shares are being issued by the Company pursuant to an exemption from registration provided by Section 4(2) to the United States Securities Act; (g) the Subscriber is acquiring the Shares as principal being, and will be, acquired for the Subscriber's own benefit; (h) the Subscriber is not aware of any advertisement of the Shares; (i) the Subscriber is acquiring the Shares subscribed to hereunder as an investment for Subscriber's its own account, not as a nominee or agent, for investment and not with a view toward the resale or for distribution of any part thereof, and to others. The Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same; (j) the Subscriber does agrees that it will not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such personotherwise dispose of the Shares, the Warrant or the Warrant Shares, or any portion thereof, unless they are registered under the Act or unless an exemption from such registration is available. 2.7 The Subscriber consents that the Company shall permit the transfer of the Shares, the Warrant and the Warrant Shares by the Subscriber out of its name only when its request for transfer is accompanied by an opinion of counsel reasonably acceptable to the Company that neither the sale nor the proposed transfer results in a violation of the Act or any third personapplicable state “blue sky” laws (collectively, “Securities Laws”). The Subscriber agrees to be bound by any requirements of such Securities Laws. 2.8 The Subscriber acknowledges and agrees that the Company is relying on the Subscriber’s representations and warranties contained in this Agreement in determining whether to accept this subscription. 2.9 The Subscriber consents to the placement of the following legend on the Shares, the Warrant and the Warrant Shares: “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, OPTION, LOAN OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (B) IF THE COMPANY HAS BEEN FURNISHED WITH A REASONABLY SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT OR THE RULES AND REGULATIONS IN EFFECT THEREUNDER, AND IN COMPLIANCE WITH PROVISIONS OF APPLICABLE STATE SECURITIES LAWS.” The Subscriber is aware that the Company will make a notation in its appropriate records with respect to any the restrictions on the transferability of the Shares, the Warrant and the Warrant Shares. The legend requirement imposed by this Section 2.9 as to the Act shall cease and terminate as to any particular Shares, the Warrant and/or Warrant Shares sold hereby;(a) when the Company has received a reasonably satisfactory opinion of counsel from Lxxxxxxxxx Xxxxxxx LLP, Certilman Balin Axxxx & Hxxxx, LLP or other counsel reasonably acceptable to the Company that such legend is no longer required in order to assure compliance by the Company with the Act or (b) when such Shares, Warrant and/or Warrant Shares have been effectively registered under the Act or transferred pursuant to Rule 144 promulgated under the Act. Wherever (x) such requirement shall cease and terminate as to any Shares, Warrant and/or Warrant Shares or (y) such Shares, Warrant and/or Warrant Shares shall be transferable under Rule 144(b)(1), the holder thereof shall be entitled to receive from the Company, without expense, new certificates not bearing the legend set forth this Section 2.9 as to the Act. (k) 2.10 The Subscriber represents and that the address set forth on the signature page is the Subscriber’s true and correct address. 2.11 The Subscriber represents and warrants that it is unaware of, is in no way relying on, and did not become aware of, the Offering through, or as a result of, any form of general solicitation or advertising, including, without limitation, articles, notices, advertisements or other communications published in any newspaper, magazine or other similar media or broadcast over television or radio or any seminar or meeting where the attendees have been invited by any such means of general solicitation or advertising, or through any filings made by the Company with the SEC with respect to the public offering of its securities. 2.12 The Subscriber represents and warrants that the Subscriber has reached the age of 21 and has full power and authority to enter into execute and deliver this Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof. 2.13 The Subscriber represents and warrants that the execution and delivery of this Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or other document to which constitutes the Subscriber is a valid and legally binding obligationparty or by which it is bound. 2.14 NEITHER THE SHARES, enforceable in accordance with its termsNOR THE WARRANT NOR THE WARRANT SHARES OFFERED HEREBY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SHARES, THE WARRANT AND THE WARRANT SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. NEITHER THE SHARES, NOR THE WARRANT NOR THE WARRANT SHARES HAVE BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE SEC REPORTS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER. 2.1 The Subscriber hereby severally represents and warrants to the Company as follows: (a1) the The Subscriber recognizes that the purchase of Shares involves a high degree of risk in that the Company has only recently commenced its proposed business and will may require substantial funds in addition to the proceeds of this subscription;; (1) (b2) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (c3) the Subscriber has such knowledge and experience in finance, securities, investments, including investment in non-listed and non registered securities, and other business matters so as to be able to evaluate the merits and risks of an investment in the Company’s common stock and to otherwise protect its interests in connection with this transaction; (d4) the Subscriber has been afforded access to information about the Company and the Company’s financial condition, results of operations, business, properties, management and prospects sufficient it to evaluate its investment in the Shares. The Subscriber further represents that it has had an opportunity to ask questions and receive answers from the directors and officers of the Company regarding the terms and conditions of the Offering and the business, properties, prospects and financial condition is a director of the Company, each as is necessary to evaluate the merits and risks of investing in the Shares. The Subscriber believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. The Subscriber has had full opportunity to discuss this information with the Subscriber’s legal and financial advisers prior to execution of this Agreement.; (e5) the Subscriber acknowledges that no market for the Shares presently exists and none may develop in the future and accordingly the Subscriber may not be able to liquidate its investment;. (f6) the The Subscriber hereby acknowledges that this offering of Shares by the Company has not been reviewed by the United States Securities and Exchange Commission ("SEC") and that, if the Subscriber is a resident of the United States, that the Shares are being issued by the Company pursuant to an exemption from registration provided by Section 4(2) to the United States Securities Act;. (g7) the Subscriber is acquiring the Shares as principal for the Subscriber's own benefit; (h) 8) the Subscriber is not aware of any advertisement of the Shares;. (i9) the Subscriber is acquiring the Shares subscribed to hereunder as an investment for Subscriber's own account, not as a nominee or agent, and not with a view toward the resale or distribution of any part thereof, and Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same; (j10) the Subscriber does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person, or to any third person, with respect to any of the Shares sold hereby; (k11) the Subscriber has full power and authority to enter into this Agreement which constitutes a valid and legally binding obligation, enforceable in accordance with its terms.; (12) Subscriber can bear the economic risk of this investment, and was not organized for the purpose of acquiring the Shares;

REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER. 2.1 The Subscriber hereby severally represents and warrants to the Company as followsthe following: (aA) the Subscriber recognizes that the purchase of Shares subscribed to herein involves a high degree of risk in that the Company has only recently commenced its proposed business been incorporated and will may require substantial funds in addition to the proceeds of this subscriptionfunds; (bB) an An investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (cC) the Subscriber has such knowledge and experience in finance, securities, investments, including investment in non-listed and non registered securities, and other business matters so as to be able to evaluate the merits and risks of an investment in the Company’s common stock and to otherwise protect its interests in connection with this transaction; (dD) the Subscriber has been afforded access to information about the Company and the Company’s financial condition, results of operations, business, properties, management and prospects sufficient it to evaluate its investment in the Shares. The Subscriber further represents that it has had an opportunity to ask questions and receive answers from the directors and officers of the Company regarding the terms and conditions of the Offering and the business, properties, prospects and financial condition of the Company, each as is necessary to evaluate the merits and risks of investing in the Shares. The Subscriber believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. The Subscriber has had full opportunity to discuss this information with the Subscriber’s legal and financial advisers prior to execution of this Agreement. (e) the Subscriber acknowledges that no market for the Shares presently exists and none may develop in the future and accordingly the Subscriber may not be able to liquidate its investment; (fE) the Subscriber hereby acknowledges that receipt of a copy of the Prospectus relating to this offering of and the Shares by the Company has not been reviewed by which is on file with the United States Securities and Exchange Commission ("SEC") and represents and warrants that, if in making his investment in the Subscriber Shares, he is a resident of the United States, the Shares are being issued not relying upon any representations by the Company pursuant to an exemption from registration provided by Section 4(2) to or its representatives other than those contained in the United States Securities Act;Prospectus. (gF) Subscriber further acknowledges the public availability of the Company’s the Prospectus which can be viewed on the SEC Xxxxx Database, under the CIK number 0001660839. The Prospectus is made available in the Company’s most recent S-1 Registration Statement deemed effective on __________, 2016. In the Prospectus it makes clear the terms and conditions of the offering of Common Stock and the risks associated therewith are described. (G) Subscriber is acquiring the Shares as a principal for the Subscriber's ’s own benefit; (h) the Subscriber is not aware of any advertisement of the Shares; (i) the Subscriber is acquiring the Shares subscribed to hereunder as an investment for Subscriber's own account, not as a nominee or agent, account and not with a view toward the resale to sale or other distribution of any part thereof, and Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same;Shares. (jH) All information herein concerning the Subscriber does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person, or to any third person, with respect to any is correct and complete as of the Shares sold hereby;date hereof. (kI) the Subscriber has full power and authority to enter into this Agreement which constitutes a valid and legally binding obligationSUBSCRIBER CERTIFIES THAT HE, enforceable in accordance with its termsSHE OR IT HAS READ THIS ENTIRE SUBSCRIPTION AGREEMENT AND THAT EVERY STATEMENT MADE BY THE SUBSCRIBER HEREIN IS TRUE, ACCURATE AND COMPLETE.

REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER. 2.1 The Subscriber hereby severally represents and warrants to the Company as follows: (a) the Subscriber recognizes that the purchase of Shares involves a high degree of risk in that the Company has only recently commenced its proposed business and will require substantial funds in addition to the proceeds of this subscription; (b) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (c) the Subscriber has such knowledge and experience in finance, securities, investments, including investment in non-listed and non registered securities, and other business matters so as to be able to evaluate the merits and risks of an investment in the Company’s common stock and to otherwise protect its interests in connection with this transaction; (d) the Subscriber has been afforded access to information about the Company and the Company’s financial condition, results of operations, business, properties, management and prospects sufficient it to evaluate its investment in the Shares. The Subscriber further represents that it has had an opportunity to ask questions and receive answers from the directors and officers of the Company regarding the terms and conditions of the Offering and the business, properties, prospects and financial condition of the Company, each as is necessary to evaluate the merits and risks of investing in the Shares. The Subscriber believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. The Subscriber has had full opportunity to discuss this information with the Subscriber’s legal and financial advisers prior to execution of this Agreement. (e) the Subscriber acknowledges that no market for the Shares presently exists and none may develop in the future and accordingly the Subscriber may not be able to liquidate its investment; (fe) the Subscriber hereby acknowledges that this offering of Shares by the Company has not been reviewed by the United States Securities and Exchange Commission ("“SEC"”) and that, if the Subscriber is a resident of the United States, that the Shares are being issued by the Company pursuant to an exemption from registration provided by Section 4(2) to the United States Securities Act; (gf) the The Subscriber is acquiring has not purchased the Shares as principal for a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, television or other form of telecommunications, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising. (g) The Subscriber understands that the Subscriber's own benefit;Shares are “restricted securities” under applicable federal securities laws and that the 1933 Act and the rules of the SEC provide in substance that the Subscriber may dispose of the Shares only pursuant to an effective registration statement under the 1933 Act or an exemption therefrom. (h) If the Subscriber is not aware of decides to offer, sell or otherwise transfer any advertisement of the Shares, it will not offer, sell or otherwise transfer any of such Shares directly or indirectly, unless: (i) the sale is to the Company; (ii) the sale is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the 1933 Act and in compliance with applicable local laws and regulations; (iii) the sale is made pursuant to the exemption from the registration requirements under the 1933 Act provided by Rule 144 thereunder and in accordance with any applicable state securities or “blue sky” laws; or (iv) the Shares are sold in a transaction that does not require registration under the 1933 Act or any applicable state laws and regulations governing the offer and sale of securities, and, in the cased of (c) and (d), it has prior to such sale furnished to the Company an opinion of counsel reasonably satisfactory to the Company. (i) the Subscriber is acquiring the Shares subscribed to hereunder as an investment for Subscriber's ’s own account, not as a nominee or agent, and not with a view toward the resale or distribution of any part thereof, and Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same; (j) the Subscriber does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person, or to any third person, with respect to any of the Shares sold hereby; (k) the Subscriber has full power and authority to enter into this Agreement which constitutes a valid and legally binding obligation, enforceable in accordance with its terms. (l) the Subscriber acknowledges and agrees that the Subscriber’s ability to transfer the Shares is subject to the restrictions on transfer as set forth in the Company’s bylaws. (m) The Subscriber represents and warrants to the Company that the Subscriber is one of the following [Initial (a), (b) or (c), as appropriate, and complete (b) or (c), if applicable]: (i) an officer or director of the Company; (ii) a close personal friend of ________________ ., an officer or director of the Company.

REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER. 2.1 The Subscriber hereby severally represents and warrants to the Company as follows: (a) the Subscriber recognizes that the purchase of Shares involves a high degree of risk in that the Company has only recently commenced its proposed business and will require substantial funds in addition to the proceeds of this subscription; (b) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (c) the Subscriber has such knowledge and experience in finance, securities, investments, including investment in non-listed and non registered securities, and other business matters so as to be able to evaluate the merits and risks of an investment in the Company’s 's common stock and to otherwise protect its interests in connection with this transaction; (d) the Subscriber has been afforded access to information about the Company and the Company’s financial condition, results of operations, business, properties, management and prospects sufficient it to evaluate its investment in the Shares. The Subscriber further represents that it has had an opportunity to ask questions and receive answers from the directors and officers of the Company regarding the terms and conditions of the Offering and the business, properties, prospects and financial condition of the Company, each as is necessary to evaluate the merits and risks of investing in the Shares. The Subscriber believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. The Subscriber has had full opportunity to discuss this information with the Subscriber’s legal and financial advisers prior to execution of this Agreement. (e) the Subscriber acknowledges that no market for the Shares presently exists and none may develop in the future and accordingly the Subscriber may not be able to liquidate its investment; (fe) the Subscriber hereby acknowledges that this offering of Shares by the Company has not been reviewed by the United States Securities and Exchange Commission ("SEC") and that, if the Subscriber is a resident of the United States, that the Shares are being issued by the Company pursuant to an exemption from registration provided by Section 4(2) to the United States Securities Act; (gf) the The Subscriber is acquiring has not purchased the Shares as principal for a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, television or other form of telecommunications, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising. (g) The Subscriber understands that the Subscriber's own benefit;Shares are "restricted securities" under applicable federal securities laws and that the 1933 Act and the rules of the SEC provide in substance that the Subscriber may dispose of the Shares only pursuant to an effective registration statement under the 1933 Act or an exemption therefrom. (h) If the Subscriber is not aware of decides to offer, sell or otherwise transfer any advertisement of the Shares, it will not offer, sell or otherwise transfer any of such Shares directly or indirectly, unless: (i) the sale is to the Company; (ii) the sale is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the 1933 Act and in compliance with applicable local laws and regulations; (iii) the sale is made pursuant to the exemption from the registration requirements under the 1933 Act provided by Rule 144 thereunder and in accordance with any applicable state securities or "blue sky" laws; or (iv) the Shares are sold in a transaction that does not require registration under the 1933 Act or any applicable state laws and regulations governing the offer and sale of securities, and, in the cased of (c) and (d), it has prior to such sale furnished to the Company an opinion of counsel reasonably satisfactory to the Company. (i) the Subscriber is acquiring the Shares subscribed to hereunder as an investment for Subscriber's own account, not as a nominee or agent, and not with a view toward the resale or distribution of any part thereof, and Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same; (j) the Subscriber does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person, or to any third person, with respect to any of the Shares sold hereby; (k) the Subscriber has full power and authority to enter into this Agreement which constitutes a valid and legally binding obligation, enforceable in accordance with its terms. (l) the Subscriber acknowledges and agrees that the Subscriber's ability to transfer the Shares is subject to the restrictions on transfer as set forth in the Company's bylaws. (m) The Subscriber represents and warrants to the Company that the Subscriber is one of the following (Initial (a), (b) or (c), as appropriate, and complete (b) or (c), if applicable): (i) an officer or director of the Company; (ii) a close personal friend of _________________________________________________, an officer or director of the Company.

REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER. 2.1 The Subscriber hereby severally represents and warrants to the Company as follows: (a) the Subscriber recognizes that the purchase of Shares involves a high degree of risk in that the Company has only recently commenced its proposed business and will may require substantial funds in addition to the proceeds of this subscription; (b) an private placement; - An investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (c) ; - The Subscriber has received the “Description of Business” and “Risk Factors” annexed hereto. The Subscriber has been advised that because the Company has recently commenced its business there are no financial statements are available. - The Subscriber has had full opportunity to receive and review all requested information regarding the business and financial condition of the Company with the Subscriber's legal and financial advisers prior to execution of this Subscription Agreement; - The Subscriber has such knowledge and experience in finance, securities, investments, including investment in non-listed and non non-registered securities, and other business matters so as to be able to evaluate the merits and risks of an investment in the Company’s common stock and to otherwise protect its interests in connection with this transaction; (d) the Subscriber has been afforded access to information about the Company and the Company’s financial condition, results of operations, business, properties, management and prospects sufficient it to evaluate its investment in the Shares. - The Subscriber further represents that it has had an opportunity to ask questions and receive answers from the directors and officers of the Company regarding the terms and conditions of the Offering and the business, properties, prospects and financial condition of the Company, each as is necessary to evaluate the merits and risks of investing in the Shares. The Subscriber believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. The Subscriber has had full opportunity to discuss this information with the Subscriber’s legal and financial advisers prior to execution of this Agreement. (e) the Subscriber acknowledges that no market for the Shares presently exists and none may develop in the future and accordingly the Subscriber may not be able to liquidate its investment; (f) the . - The Subscriber hereby acknowledges that this offering of Shares by the Company has not been reviewed by the United States Securities and Exchange Commission (the "SEC") and that, if the Subscriber is a resident of the United States, that the Shares are being issued by the Company pursuant to an exemption from registration provided by Section 4(2) to Rule 504 under the United States Securities Act; (g) the Act of 1933. - The Subscriber is acquiring the Shares as principal for the Subscriber's own benefit; (h) the Subscriber is not aware of any advertisement of the Shares; (i) the ; - The Subscriber is acquiring the Shares subscribed to hereunder as an investment for the Subscriber's own account, not as a nominee or agent, and not with a view toward the resale or distribution of any part thereof, and the Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same; (j) the ; - The Subscriber does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person, or to any third person, with respect to any of the Shares sold hereby; (k) the ; - The Subscriber has full power and authority to enter into this Agreement which constitutes a valid and legally binding obligation, enforceable in accordance with its terms; - Subscriber can bear the economic risk of this investment, and was not organized for the purpose of acquiring the Shares; - The Subscriber has satisfied himself or herself as to the full observance of the laws of his or her jurisdiction in connection with any invitation to subscribe for the Shares and/or any use of this Agreement, including (i) the legal requirements within his/her jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares.

REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER. 2.1 3.1 The Subscriber hereby severally represents and warrants to the Company as follows: (a) and acknowledges that the Company is relying upon the Subscriber’s representations and warranties in agreeing to sell the Shares to the Subscriber that: The Subscriber recognizes that the purchase of Shares involves a high degree of risk in that the Company has only recently commenced its proposed business and will may require substantial funds in addition to the proceeds of this subscription; (b) an private placement; An investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (c) ; The Subscriber has had full opportunity to review information regarding the business and financial condition of the Company with the Subscriber’s legal and financial advisers prior to execution of this Subscription Agreement; The Subscriber has such knowledge and experience in finance, securities, investments, including investment in non-listed and non non- registered securities, and other business matters so as to be able to evaluate the merits and risks of an investment in the Company’s common stock and to otherwise protect its interests in connection with this transaction; (d) the Subscriber has been afforded access to information about the Company and the Company’s financial condition, results of operations, business, properties, management and prospects sufficient it to evaluate its investment in the Shares. The Subscriber further represents that it has had an opportunity to ask questions and receive answers from the directors and officers of the Company regarding the terms and conditions of the Offering and the business, properties, prospects and financial condition of the Company, each as is necessary to evaluate the merits and risks of investing in the Shares. The Subscriber believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. The Subscriber has had full opportunity to discuss this information with the Subscriber’s legal and financial advisers prior to execution of this Agreement. (e) the Subscriber acknowledges that no market for the Shares presently exists and none may develop in the future and accordingly the Subscriber may not be able to liquidate its investment; (f) the . The Subscriber hereby acknowledges that this offering of Shares by the Company has not been reviewed by the United States Securities and Exchange Commission (the "SEC") and that, if the Subscriber is a resident of the United States, that the Shares are being issued by the Company pursuant to an exemption from registration provided by Section 4(2) Regulation D pursuant to the United States Securities Act; (g) the . The Subscriber is acquiring the Shares as principal for the Subscriber's own benefit; (h) the ; The Subscriber is not aware of any advertisement of the Shares; (i) the . The Subscriber is acquiring the Shares subscribed to hereunder as an investment for the Subscriber's own account, not as a nominee or agent, and not with a view toward the resale or distribution of any part thereof, and the Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same; (j) the ; The Subscriber does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person, or to any third person, with respect to any of the Shares sold hereby; (k) the ; The Subscriber has full power and authority to enter into this Agreement which constitutes a valid and legally binding obligation, enforceable in accordance with its terms; The Subscriber can bear the economic risk of this investment, and was not organized for the purpose of acquiring the Shares; The Subscriber has satisfied himself or herself as to the full observance of the laws of his or her jurisdiction in connection with any invitation to subscribe for the Shares and/or any use of this Agreement, including (i) the legal requirements within his/her jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares.