Common use of Representations and Warranties of Subscriber Clause in Contracts

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The Subscriber acknowledges that: (a) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; (b) there is no government or other insurance covering the Securities; (c) there are risks associated with the purchase of the Securities; (d) there are restrictions on the Subscriber’s ability to resell the Securities and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities; (e) the Corporation has advised the Subscriber that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available to the Subscriber; (f) no prospectus has been filed by the Corporation with the Commissions in connection with the issuance of the Purchased Securities, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation and: (i) the Subscriber is restricted from using most of the civil remedies available under the Applicable Legislation; (ii) the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under the Applicable Legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the Applicable Legislation; and (g) the Subscriber acknowledges that the Securities have not been registered under the 1933 Act and may not be offered or sold in the United States unless registered under the 1933 Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and that the Corporation has no obligation or present intention of filing a registration statement under the 1933 Act in respect of the Purchased Securities or any of the Securities.

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The Subscriber acknowledges thatrepresents and warrants to the Company and Placement Agent as follows: (a) no securities commission or similar regulatory authority has reviewed or passed on Subscriber is an "accredited investor" as defined by Rule 501 under the Securities Act of 1933, as amended (the "Act"), and Subscriber is capable of evaluating the merits and risks of Subscriber's investment in the Securities;Company and has the capacity to protect Subscriber's own interests. (b) there Subscriber understands that the Securities are not presently registered, but Subscriber is no government or other insurance covering entitled to certain rights with respect to the Securities;registration of the Shares and Warrant Shares (see Section 5 below). (c) Subscriber acknowledges and understands that the Securities are being purchased for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing the Securities made in full compliance with all applicable provisions of the Act, the rules and regulations promulgated by the Securities and Exchange Commission ("SEC") thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investment. (d) Subscriber acknowledges that the Securities must be held indefinitely unless subsequently registered under the Act or unless an exemption from such registration is available. Subscriber is aware of the provisions of Rule 144 promulgated under the Act which permit limited resale of common stock purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the common stock, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being effected through a "broker's transaction" or in transactions directly with a "market maker" and the number of shares of common stock being sold during any three-month period not exceeding specified limitations. (e) Subscriber acknowledges that Subscriber has had the opportunity to ask questions of, and receive answers from the Company or any person acting on its behalf concerning the Company and its business and to obtain any additional information, to the extent possessed by the Company (or to the extent it could have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of the information received by Subscriber. In connection therewith, Subscriber acknowledges that Subscriber has had the opportunity to discuss the Company's business, management and financial affairs with the Company's management or any person acting on its behalf. Subscriber has received and reviewed the Memorandum, and all the information, both written and oral, that it desires. Without limiting the generality of the foregoing, Subscriber has been furnished with or has had the opportunity to acquire, and to review: (i) copies of all of the Company's publicly available documents, including but not limited to, those attached to the Memorandum, and (ii) all information, both written and oral, that it desires with respect to the Company's business, management, financial affairs and prospects. In determining whether to make this investment, Subscriber has relied solely on Subscriber's own knowledge and understanding of the Company and its business based upon Subscriber's own due diligence investigations and the information furnished pursuant to this paragraph. Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this paragraph and Subscriber has not relied on any other representations or information. (f) Subscriber has all requisite legal and other power and authority to execute and deliver this Subscription Agreement and to carry out and perform Subscriber's obligations under the terms of this Subscription Agreement. This Subscription Agreement constitutes a valid and legally binding obligation of Subscriber, enforceable in accordance with its terms, and subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other general principals of equity, whether such enforcement is considered in a proceeding in equity or law. (g) Subscriber has carefully considered and has discussed with the Subscriber's professional legal, tax, accounting and financial advisors, to the extent the Subscriber has deemed necessary, the suitability of this investment and the transactions contemplated by this Subscription Agreement for the Subscriber's particular federal, state, local and foreign tax and financial situation and has determined that this investment and the transactions contemplated by this Subscription Agreement are a suitable investment for the Subscriber. Subscriber relies solely on such advisors and not on any statements or representations of the Company or any of its agents. Subscriber understands that Subscriber (and not the Company) shall be responsible for Subscriber's own tax liability that may arise as a result of this investment or the transactions contemplated by this Subscription Agreement. (h) This Subscription Agreement and the Confidential Purchase Questionnaire accompanying this Subscription Agreement does not contain any untrue statement of a material fact or omit any material fact concerning Subscriber. (i) There are no actions, suits, proceedings or investigations pending against Subscriber or Subscriber's properties before any court or governmental agency (nor, to Subscriber's knowledge, is there any threat thereof) which would impair in any way Subscriber's ability to enter into and fully perform Subscriber's commitments and obligations under this Subscription Agreement or the transactions contemplated hereby. (j) The execution, delivery and performance of and compliance with this Subscription Agreement and the issuance of the Securities will not result in any material violation of, or conflict with, or constitute a material default under, any of Subscriber's articles of incorporation or bylaws, if applicable, or any of Subscriber's material agreements nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Subscriber or the Securities. (k) Subscriber acknowledges that the Securities are risks associated with speculative and involve a high degree of risk and that Subscriber can bear the economic risk of the purchase of the Securities;, including a total loss of his/her/its investment. (dl) there Subscriber acknowledges that he/she/it has carefully reviewed and considered the risk factors discussed in the "Risk Factors" section of the Memorandum. (m) Subscriber recognizes that no federal, state or foreign agency has recommended or endorsed the purchase of the Securities. (n) Subscriber is aware that the Securities are restrictions on and will be, when issued, "restricted securities" as that term is defined in Rule 144 of the Subscriber’s ability to resell general rules and regulations under the Act. (o) Subscriber understands that any and all certificates representing the Securities and it is any and all securities issued in replacement thereof or in exchange therefor shall bear the responsibility following legend or one substantially similar thereto, which Subscriber has read and understands: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE." (p) In addition, the certificates representing the Securities, and any and all securities issued in replacement thereof or in exchange therefor, shall bear such legend as may be required by the securities laws of the jurisdiction in which Subscriber resides. (q) Because of the restrictions imposed on resale, Subscriber understands that the Company shall have the right to find out what those restrictions are note stop-transfer instructions in its stock transfer records, and Subscriber has been informed of the Company's intention to do so. Any sales, transfers, or any other dispositions of the Securities by Subscriber, if any, will be in compliance with the Act. (r) Subscriber acknowledges that Subscriber has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision. (s) Subscriber represents that: (i) Subscriber is able to bear the economic risks of an investment in the Securities and to comply afford the complete loss of the investment, and (ii) (A) Subscriber could be reasonably assumed to have the capacity to protect his/her/its own interests in connection with them before selling this subscription; or (B) Subscriber has a pre-existing personal or business relationship with either the Company or any affiliate thereof of such duration and nature as would enable a reasonably prudent purchaser to be aware of the character, business acumen and general business and financial circumstances of the Company or such affiliate and is otherwise personally qualified to evaluate and assess the risks, nature and other aspects of this subscription. (t) Subscriber further represents that the address set forth below is his/her principal residence (or, if Subscriber is a company, partnership or other entity, the address of its principal place of business); that Subscriber is purchasing the Securities for Subscriber's own account and not, in whole or in part, for the account of any other person; Subscriber is purchasing the Securities for investment and not with a view to resale or distribution; and that Subscriber has not formed any entity for the purpose of purchasing the Securities;. (eu) the Corporation has advised the Subscriber understands that the Corporation Company shall have the unconditional right to accept or reject this subscription, in whole or in part, for any reason or without a specific reason, in the sole and absolute discretion of the Company (even after receipt and clearance of Subscriber's funds). This Subscription Agreement is relying on not binding upon the Company until accepted by an exemption from authorized officer of the requirements to provide Company. In the Subscriber with a prospectus and to sell securities through a person registered to sell securities under event that the Applicable Legislation andsubscription is rejected, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission then Subscriber's subscription funds will be returned without interest thereon or damages, will not be available to the Subscriber;deduction therefrom. (fv) no prospectus Subscriber has not been filed by the Corporation furnished with the Commissions any oral representation or oral information in connection with the issuance offering of the Purchased SecuritiesSecurities that is not contained in the Memorandum and this Subscription Agreement. (w) Subscriber represents that Subscriber is not subscribing for Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over the issuance is exempted from Internet, television or radio or presented at any seminar or meeting. (x) Subscriber has carefully read this Subscription Agreement and the prospectus Memorandum, and registration requirements Subscriber has accurately completed the Confidential Purchaser Questionnaire which accompanies this Subscription Agreement. (y) No representations or warranties have been made to Subscriber by the Company, or any officer, employee, agent, affiliate or subsidiary of the Applicable Legislation and:Company, other than the representations of the Company contained herein, and in subscribing for the Securities the Subscriber is not relying upon any representations other than those contained in the Memorandum or in this Subscription Agreement. (z) Subscriber represents and warrants, to the best of its knowledge, that other than the Placement Agent, no finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation in connection with the transactions contemplated by this Subscription Agreement. (aa) Subscriber represents and warrants that Subscriber has: (i) not distributed or reproduced the Subscriber is restricted from using most Memorandum, in whole or in part, at any time, without the prior written consent of the civil remedies available under Company and the Applicable Legislation; Placement Agent, (ii) kept confidential the Subscriber may not receive existence of the Memorandum and the information that would otherwise be required to be provided to contained therein or made available in connection with any further investigation of the Subscriber under the Applicable Legislation; and Company and (iii) the Corporation is relieved refrained and shall refrain from certain obligations that would otherwise apply under the Applicable Legislation; and (g) the Subscriber acknowledges that the Securities have not been registered under the 1933 Act and may not be offered or sold trading in the United States unless registered under the 1933 Act and the publicly-traded securities laws of all applicable states of the United States Company or an exemption from any other relevant company for so long as such registration requirements is available, and that the Corporation recipient has no obligation or present intention of filing a registration statement under the 1933 Act been in respect possession of the Purchased Securities or any of material non-public information contained in the SecuritiesMemorandum.

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The Subscriber acknowledges covenants, represents and warrants that it is not engaged in the business of distributing Market Data and that: (a) no securities commission , to its knowledge after reasonable inquiry, it is receiving the Market Data as authorized hereunder. Subscriber agrees that it will not use or similar regulatory authority permit any other Person to use Market Data for any illegal purpose. Subscriber agrees that it will not use Market Data in any way to compete with the Distributor or Exchange, nor use the Market Data in any way so as to assist or allow a third party to compete with the Distributor or Exchange. Subscriber agrees that the provision of Market Data hereunder is conditioned upon Subscriber's strict compliance with the terms of this Agreement and that the Distributor or Exchange may, with or without notice and with or without cause, forthwith discontinue said service whenever in its judgment there has reviewed been any default or passed on the merits breach by Subscriber of the Securities; (b) there is no government or other insurance covering the Securities; (c) there are risks associated with the purchase of the Securities; (d) there are restrictions on the Subscriber’s ability to resell the Securities provisions hereof. Subscriber further represents and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities; (e) the Corporation has advised the Subscriber warrants that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available to the Subscriber; (f) no prospectus has been filed by the Corporation with the Commissions in connection with the issuance of the Purchased Securities, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation and: (i) the Subscriber is restricted from using most of the civil remedies available under the Applicable Legislation; it has all necessary power and authority to execute and perform this Agreement; (ii) the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under the Applicable Legislationthis Agreement is legal, valid, binding and enforceable against Subscriber; and (iii) neither the Corporation is relieved from certain obligations that would otherwise apply under execution of, nor performance under, this Agreement by Subscriber violates or will violate any law, rule, regulation or order, or any agreement, document or instrument, binding on or applicable to Subscriber or the Applicable LegislationExchange; and and (giv) its access to and use of the Subscriber acknowledges that the Securities have not been registered under the 1933 Act and may not Market Data will be offered or sold in the United States unless registered under the 1933 Act and the securities laws of accordance with all applicable states of the United States or an exemption from such registration requirements is availablefederal, state, and that the Corporation has no obligation or present intention of filing a registration statement under the 1933 Act in respect of the Purchased Securities or any of the Securities.local laws, regulations, and treaties. DISCLAIMER OF WARRANTIES. MARKET DATA IS PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND. SUBSCRIBER AGREES THAT THE MARKET DATA IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. USER AGREES THAT NEITHER THE DISTRIBUTOR OR THE EXCHANGE NOR ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, NOR ANY LICENSOR TO EXCHANGE MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE MARKET DATA OR THE TRANSMISSION, TIMELINESS, ACCURACY OR COMPLETENESS THEREOF, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR ANY WARRANTIES OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM ANY COURSE OF DEALING OR USAGE OF TRADE. LIMITATIONS OF LIABILITY AND DAMAGES. SUBSCRIBER AGREES THA THE DISTRIUBTOR, THE EXCHANGE, NOR THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, GUARANTEE THE SEQUENCE, ACCURACY OR COMPLETENESS OF THE MARKET DATA, NOR SHALL ANY OF THEM BE LIABLE TO SUBSCRIBER OR ANY OTHER PERSON FOR ANY DELAYS, INACCURACIES, ERRORS OR OMISSIONS IN MARKET DATA, OR IN THE TRANSMISSION THEREOF, OR FOR ANY OTHER DAMAGES ARISING IN CONNECTION WITH SUBSCRIBER’S RECEIPT OR USE OF MARKET DATA, WHETHER OR NOT RESULTING FROM NEGLIGENCE ON THEIR PART, A FORCE MAJEURE EVENT OR ANY OTHER CAUSE. THE DISTRIBUTOR, THE EXCHANGE, ITS AFFILIATES, THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES OR AGENTS SHALL NOT BE LIABLE TO SUBSRCIBER OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS, LIABILITY OR OTHER DAMAGE, DIRECT, INDIRECT OR CONSEQUENTIAL, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE MARKET DATA THEREUNDER, INCLUDING BUT NOT LIMITED TO ANY INACCURACY OR INCOMPLETENESS IN, OR DELAYS, INTERRUPTIONS, ERRORS OR OMISSIONS IN THE DELIVERY OF, THE SITE OR THE MARKET DATA OR (ii) ANY DECISION MADE OR ACTION TAKEN OR NOT TAKEN BY SUBSCRIBER, ITS CUSTOMERS OR ANY OTHER ENTITIES OR ANY OF THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS. THE DISTRIBUTOR, THE EXCHANGE, AND THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES OR AGENTS SHALL NOT BE LIABLE TO THE SUBSCRIBER OR ANY OTHER PERSON OR ENTITY FOR LOSS OF BUSINESS REVENUES, LOST PROFITS OR ANY

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The Subscriber acknowledges represents and warrants that: (a) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; (b) there is no government or other insurance covering the Securities; (c) there are risks associated with the purchase of the Securities; (d) there are restrictions on the Subscriber’s ability to resell the Securities and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities; (e) the Corporation has advised the Subscriber that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available to the Subscriber; (f) no prospectus has been filed by the Corporation with the Commissions in connection with the issuance of the Purchased Securities, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation and: (i) This Agreement and any other documents executed and delivered by the Subscriber is restricted from using most in connection herewith have been duly executed and delivered by the Subscriber, and are the legal, valid and binding obligations of the civil remedies available under the Applicable Legislation;Subscriber enforceable in accordance with their respective terms. (ii) If the Subscriber may not receive information that would otherwise be required is an Individual Retirement Account ("XXX"), (a) the Subscriber has the power and authority to purchase the Shares subscribed for hereby, (b) the execution and delivery of this Agreement and any other documents executed and delivered by the Subscriber in connection herewith do not, and the performance and consummation of the transactions set forth or contemplated herein will not, contravene or result in a default under any provision of existing law or regulations to which the Subscriber is subject or the provisions of any custodial agreement, trust instrument or other governing documents of the Subscriber, and (c) the Subscriber has caused this Agreement to be provided to the Subscriber under the Applicable Legislation; andexecuted by one or more of its custodians or trustees thereunto duly authorized. (iii) If the Corporation Subscriber is relieved from certain obligations an employee benefit plan as defined in ERISA (an "ERISA Plan"), (a) the execution and delivery of this Agreement and any other documents executed and delivered by the Subscriber in connection herewith do not, and the performance and consummation of the transactions set forth or contemplated herein will not, contravene or result in a default under any provision of existing law or regulations to which the Subscriber is subject or the provisions of any trust instrument or other governing documents of the Subscriber; (b) the Subscriber has caused this Agreement to be executed by one or more of its fiduciaries thereunto duly authorized; and (c) such fiduciaries, by executing and delivering this Agreement on behalf of such ERISA Plan, represent and warrant that would otherwise apply (w) they and their co-fiduciaries, if any, have been informed of the Company's investment objectives, policies and strategies, (x) the decision to invest plan assets in the Company was made with appropriate consideration of relevant investment factors with regard to such ERISA Plan; (y) such decision was made by such fiduciaries without reliance on any investment advice or recommendation provided by the Company, and is consistent with the duties and responsibilities imposed upon fiduciaries with regard to their investment decisions under ERISA; and (z) if the Applicable Legislation; andCompany's underlying assets are deemed to be "plan assets" of ERISA Plan investors, such fiduciaries shall be deemed to have appointed the Company as investment managers of the ERISA Plan Subscribers with respect to the assets managed in the Company. (giv) the The Subscriber acknowledges that the Securities Shares have not been registered under the 1933 Act or any state securities laws but are exempt from such registration pursuant to Regulation E of 1933 Act and the National Securities Markets Improvements Act of 1996, and can be disposed of at the discretion of the Subscriber, however, there may not be offered or sold a public market for the sale of the Shares at any future time. (v) The Subscriber acknowledges that the Company will accept this subscription, and issue the Shares as contemplated hereunder, in the United States unless registered a transaction intended to be exempt from registration under the 1933 Act under Regulation E thereunder. (vi) The Subscriber has received and carefully reviewed the Offering Circular and understands that any information provided other than in the Offering Circular has been furnished on the understanding that the Subscriber will refer to the Offering Circular for an authoritative statement on all matters covered therein with respect to the Company and other information concerning the Offering. The Subscriber has had reasonable time and opportunity to ask questions and receive answers concerning the terms and conditions of the offering and the securities laws of all applicable states proposed operations of the United States Company, and has received responses to such questions that it has chosen to ask. Subscriber acknowledges that any information is not intended to predict actual performance of the Company and that Subscriber has not relied on such information or that purpose. Subscriber understands that past performance does not guarantee future results (vii) The Subscriber recognizes that an exemption from investment in the Company involves certain risks and it has taken full cognizance of and understands the risk factors relating to a purchase of Shares, including those set forth under the headings "Risk Factors" in the Offering Circular. The Subscriber is capable of bearing a high degree of risk, including the possibility of a loss of its investment and the lack of a public market such registration requirements is availablethat it will not be possible to readily liquidate the investment. The Subscriber has such knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of an investment in the Shares and protecting its own interest in connection with the investment in the Shares. (viii) The Subscriber acknowledges that it has not relied upon the Company or any of its employees, directors, officers or agents for any investment, tax, legal or ERISA advice in connection with its purchase of Shares and that the Corporation Subscriber has consulted, to the extent necessary, its own advisers with respect to the investment, tax, legal or ERISA considerations of a purchase of Shares. (ix) The Subscriber acknowledges that there have been no obligation guarantees or present intention of filing a registration statement under warranties made to it by the 1933 Act in respect of the Purchased Securities Company or any of its employees, directors, officers or agents, expressly or by implication, other than as contained in the SecuritiesOffering Circular, with respect to (i) the approximate length of time that it will be required to remain an owner of its Shares; or (ii) the percentage of profit and/or the amount or type of consideration, profit or loss to be realized as a result of its investment. (x) The Subscriber acknowledges that he/she meets the minimum suitability requirements set forth by the Company with respect to this offering. Specifically, Subscriber warrants that: 1) his or her net worth is in excess of SIXTY THOUSAND DOLLARS ($60,000.00) which is exclusive of home, furnishings and automobiles and any liabilities secured by those assets and his or her expected income (for the upcoming fiscal year) is at least TWENTY FIVE THOUSAND DOLLARS ($25,000.00); or 2) his or her net worth is in excess of ONE HUNDRED THOUSAND DOLLARS ($100,000.00), which is exclusive of home, furnishings and automobiles and any liabilities secured by those assets;

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The To induce the company to accept this subscription, the Undersigned Subscriber acknowledges thathereby represents and warrants to the Company: (a) no securities commission or similar regulatory authority A. The Undersigned has reviewed or passed on had access to the merits books and records of the Securities; (b) there Company, and is no government or other insurance covering fully familiar with and understands their contents; it acknowledges that it has had the Securities; (c) there are risks associated with opportunity to ask questions of and receive answers from the purchase management and from the authorized representatives of the Securities; (d) there are restrictions on Company concerning the Subscriber’s ability Company and to resell obtain any additional information necessary to verify the Securities and it is the responsibility accuracy of the Subscriber to find out what those restrictions information furnished; has read carefully this Subscription Agreement; and has based the Undersigned's investment decision on such information as is described above and supplied herein. B. The Undersigned understands and acknowledges the following: 1. The Shares are being offered and to comply with them before selling sold under the Securities; (e) the Corporation has advised the Subscriber that the Corporation is relying on an applicable exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and, registration as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available states the securities are sold in. 2. The Undersigned also understands and agrees that stop transfer instructions relating to the Subscriber; (f) no prospectus has been filed by the Corporation with the Commissions in connection with the issuance of the Purchased Securities, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation and: (i) the Subscriber is restricted from using most of the civil remedies available under the Applicable Legislation; (ii) the Subscriber may not receive information that would otherwise securities will be required to be provided to the Subscriber under the Applicable Legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the Applicable Legislation; and (g) the Subscriber acknowledges that the Securities have not been registered under the 1933 Act and may not be offered or sold placed in the United States unless registered under the 1933 Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is availableCompany's stock transfer ledger, and that the Corporation has no obligation certificates evidencing the securities sold will bear the legend in substantially the following form: "No sale, offer to sell, or present intention transfer of filing the shares represented by this certificate shall be made unless a registration statement under the 1933 Federal Securities Act of 1933, as amended, with respect to such shares is then in respect effect or an exemption from the registration requirements of said act is then in fact applicable to said shares." C. The Undersigned recognizes any investment in the Company involves substantial risk factors. D. The Undersigned has adequate financial means of providing for its current needs and financial contingencies without the need for liquidity in this investment and has the ability to bear the economic risk of this investment and can afford a complete loss of the Purchased Securities or purchase price; and the Undersigned has no reason to contemplate any change in the Undersigned's financial circumstances. E. The Undersigned, through its management and advisors, is familiar with, and has the knowledge and expertise in, financial and business matters to evaluate the merits and the risks involved in the purchase of the Shares. F. The representations provided to the Company by the Undersigned are true and correct as of the date hereof and the Undersigned agrees to advise the Company prior to its acceptance of this Subscription of any material change in any of such information. G. The Undersigned understands that no governmental agency has approved or disapproved the Securitiesshares or passed upon or endorsed the merits of the sale or purchase thereof. H. The Undersigned, if a corporation, is duly organized and existing and in good standing under the laws of the jurisdiction of its incorporation. I. The Undersigned has full power, in accordance with law, to execute and perform this Agreement, and such execution and performance does not conflict with any applicable charter or bylaw provision or with any contract to which it is a party or to which it is subject. The Board of Directors of the Undersigned has duly authorized this Agreement, the transactions contemplated herein, and their execution by the Undersigned

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The Subscriber acknowledges that: (a) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; (b) there is no government or other insurance covering the Securities; (c) there are risks associated with recognizes that the purchase of the Securities; (d) there are restrictions on the Subscriber’s ability to resell the Securities and it is the responsibility involves a high degree of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities; (e) the Corporation has advised the Subscriber that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation andrisk including, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will but not be available to the Subscriber; (f) no prospectus has been filed by the Corporation with the Commissions in connection with the issuance of the Purchased Securitieslimited to, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation and: following: (i) an investment in the Subscriber Company is restricted from using most highly speculative, and only investors who can afford the loss of their entire investment should consider investing in the civil remedies available under Company and the Applicable Legislation; Securities; (ii) the Subscriber may not receive information be able to liquidate his/its investment; (iii) transferability of the Securities is extremely limited; (iv) in the event of a disposition of the Securities, the Subscriber could sustain the loss of his/its entire investment and (v) the Company has not paid any dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future. 2.2 The Subscriber represents that would otherwise be required the Subscriber is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act, as indicated by the Subscriber’s responses to be provided the questions contained in Article 8 hereof, and that the Subscriber is able to bear the economic risk of an investment in the Company. If the Subscriber is a natural person, the Subscriber has reached the age of majority in the state or other jurisdiction in which the Subscriber resides, has adequate means of providing for the Subscriber’s current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Securities for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment. 2.3 The Subscriber hereby acknowledges and represents that (i) the Subscriber has prior investment experience, including investment in securities which are non-listed, unregistered and/or not traded on the Nasdaq National or SmallCap Market or a national stock exchange, or the Subscriber has employed the services of an investment advisor, attorney and/or accountant to read all of the documents furnished or made available by the Company to the Subscriber under and to all other prospective investors in the Applicable LegislationSecurities and to evaluate the merits and risks of such an investment on the Subscriber’s behalf; and (ii) the Subscriber recognizes the highly speculative nature of this investment; and (iii) the Corporation Subscriber is relieved able to bear the economic risk which the Subscriber hereby assumes. 2.4 The Subscriber hereby acknowledges receipt and careful review of the Term Sheet, including all exhibits and appendices thereto. Subscriber further represents that the Subscriber has been furnished by the Company during the course of this transaction with all information regarding the Company which the Subscriber, its investment advisor, attorney and/or accountant has requested or desired to know, has been afforded the opportunity to ask questions of and receive answers from certain obligations duly authorized officers or other representatives of the Company concerning the terms and conditions of the Offering, and has received any additional information which the Subscriber has requested. (a) The Subscriber has relied solely upon the information provided by the Company in making the decision to invest in the Securities. The Subscriber is familiar with and understands the terms of the Offering, including the rights to which the Subscriber is entitled under this Agreement. The Subscriber has been furnished with and has carefully read the Term Sheet. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation or other information (whether oral or written) from the Company, or any agent, employee or affiliate of the Company other than as set forth in the Offering Documents and the results of Subscriber’s own independent investigation. To the extent necessary, the Subscriber has retained, at his/its sole expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and its purchase of the Securities hereunder. (b) The Subscriber represents that would otherwise apply no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith the Subscriber did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 2.6 The Subscriber hereby represents that the Subscriber, either by reason of the Subscriber’s business or financial experience or the business or financial experience of the Subscriber’s professional advisors, has the capacity to protect the Subscriber’s own interests in connection with the transaction contemplated hereby. 2.7 The Subscriber hereby acknowledges that the Offering has not been reviewed by the Securities and Exchange Commission (“SEC”) or any state securities regulatory authority or other governmental body or agency, since the Offering is intended to be exempt from the registration requirements of Section 5 of the Securities Act pursuant to Regulation D promulgated under the Applicable Legislation; andSecurities Act. The Subscriber understands that if required by the laws or regulations or any applicable jurisdictions, the Offering contemplated hereby will be submitted to the appropriate authorities of such state(s) for registration of exemption therefrom. (g) the 2.8 The Subscriber acknowledges understands that the Securities have not been registered under the 1933 Securities Act by reason of a claimed exemption under the provisions of the Securities Act which depends, in part, upon the Subscriber’s investment intention. In this connection, the Subscriber hereby represents that the Subscriber is purchasing the Securities for the Subscriber’s own account for investment purposes only and not with a view toward the resale or distribution to others and has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Securities to any other person. The Subscriber, if an entity, also represents that it was not formed for the purpose of purchasing the Securities. 2.9 The Subscriber understands that although there currently is a public market for the Company’s Common Stock, Rule 144 promulgated under the Securities Act (“Rule 144”) requires, among other conditions, a one-year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements under the Securities Act. The Subscriber understands and hereby acknowledges that the Company is under no obligation to register any of the Securities under the Securities Act or any state securities or “blue sky” laws or assist the Subscriber in obtaining an exemption from various registration requirements, other than as set forth in Article 6 herein. 2.10 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities substantially as set forth below, that such Securities have not been registered under the Securities Act or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of the Securities. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. 2.11 The Subscriber agrees to supply the Company, within five (5) days after the Subscriber receives the request therefor from the Company, with such additional information concerning the Subscriber as the Company deems necessary or advisable in order to establish or verify the Subscriber’s representations contained herein. 2.12 The Subscriber hereby represents that the address of the Subscriber furnished by Subscriber on the signature page hereof is the Subscriber’s principal residence if Subscriber is an individual or its principal business address if it is a corporation or other entity. 2.13 The Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwise) to execute, deliver, and perform this Agreement and to purchase the Securities. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. 2.14 If the Subscriber is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other entity (a) it is authorized and qualified to become an investor in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so and (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. 2.15 The Subscriber acknowledges that if he or she is a Registered Representative of an NASD member firm, he or she must give such firm the notice required by the NASD Rules of Fair Practice, receipt of which must be acknowledged by such firm in Section 8.4 below. 2.16 The Subscriber understands, acknowledges and agrees with the Company that this Subscription may be rejected, in whole or in part, by the Company, in the sole and absolute discretion of the Company, at any time before any Closing Date notwithstanding prior receipt by the Subscriber of notice of acceptance of the Subscriber’s Subscription. 2.17 The Subscriber understands, acknowledges and agrees with the Company that, except as otherwise set forth herein, the subscription hereunder is irrevocable by the Subscriber, that, except as required by law, the Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of the Subscriber hereunder and that this Agreement and such other agreements shall survive the death or disability of the Subscriber and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and permitted assigns. If the Subscriber is more than one person, the obligations of the Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 2.18 The Subscriber understands, acknowledges and agrees with the Company that, the Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D thereunder, and/or the provisions of Regulation S which is in part dependent upon the truth, completeness and accuracy of the statements made by the Subscriber. 2.19 The Subscriber agrees that during the period from the date that Subscriber was first contacted with respect to the Offering through the Closing Date, the Subscriber has not and will not directly or indirectly, through related parties, affiliates or otherwise sell "short" or "short against the box" (as those terms are generally understood) any equity security of the Company. 2.20 The Subscriber acknowledges that the information contained in the Term Sheet and this Agreement or otherwise made available to the Subscriber is confidential and non-public and agrees that all such information shall be kept in confidence by the Subscriber and neither used by the Subscriber for the Subscriber’s personal benefit (other than in connection with this Subscription) nor disclosed to any third party for any reason, notwithstanding that a Subscriber’s subscription may not be offered accepted by the Company; provided, however, that this obligation shall not apply to any such information that (i) is part of the public knowledge or sold literature and readily accessible at the date hereof, (ii) becomes part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription or other similar agreement entered into with the Company). 2.21 If the Subscriber is purchasing the Securities in a fiduciary capacity for another person or entity, including without limitation a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Agreement and all other subscription documents, and such other person fulfills all the requirements for purchase of the shares as such requirements are set forth herein, concurs in the United States unless registered under purchase of the 1933 Act Securities and agrees to be bound by the obligations, representations, warranties and covenants contained herein. Upon request of the Company, the Subscriber will provide true, complete and current copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction of the foregoing. 2.22 The Subscriber represents that no authorization, approval, consent or license of any person is required to be obtained for the purchase of the Securities by the Subscriber, other than as have been obtained and are in full force and effect. The execution and delivery of this Agreement does not, and the securities laws of all applicable states consummation of the United States transactions contemplated hereby will not, result in any violation of or an exemption from such registration requirements constitute a default under any material agreement or other instrument to which the Subscriber is available, and that a party or by which the Corporation has no obligation or present intention of filing a registration statement under the 1933 Act in respect of the Purchased Securities Subscriber or any of its properties are bound, or to the best of the Subscriber’s knowledge, any permit, franchise, judgment, order, decree, statute, rule or regulation to which the Subscriber or any of its businesses or properties is subject. 2.23 The Subscriber represents that the representations, warranties and agreements of the Subscriber contained herein, in the Registration Questionnaire attached hereto as Appendix A (the “Registration Questionnaire”) and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all respects on the date hereof and as of the Closing Date as if made on and as of such date and shall survive the execution and delivery of this Agreement and the purchase of the Securities. The Subscriber agrees that the Placement Agents shall be entitled to rely on the representations, warranties and agreements of the Subscriber contained herein as if such representations, warranties and agreements were made or provided to the Placement Agents.

Representations and Warranties of Subscriber. 2.1 Acknowledgements Subscriber hereby acknowledges, represents, warrants and agrees with the Company and the Placement Agent as follows: 1If Subscriber cannot make this representation, please contact the Placement Agent. A. Subscriber has received and read this Subscription Application and Agreement, the Company’s Confidential Private Placement Memorandum dated March 6, 2007 (the “Memorandum”), and confirms that all documents, records and books pertaining to the investment in the Company that were requested by Subscriber have been made available or delivered to Subscriber. B. Subscriber has had an opportunity to ask questions of and receive answers from a representative of the Placement Agent or the Company concerning offering The the terms and conditions of this Subscription Application and Agreement, and the business of the Company. C. Subscriber acknowledges that: (a) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; (b) there is no government or other insurance covering the Securities; (c) there are risks associated with the purchase of the Securities; (d) there are restrictions on the Subscriber’s ability to resell the Securities and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities; (e) the Corporation has advised the Subscriber understands that the Corporation is relying on an exemption from Convertible Notes (and the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available to the Subscriber; (fcommon stock purchase warrants associated therewith) no prospectus has been filed by the Corporation with the Commissions in connection with the issuance of the Purchased Securities, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation and: (i) the Subscriber is restricted from using most of the civil remedies available under the Applicable Legislation; (ii) the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under the Applicable Legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the Applicable Legislation; and (g) the Subscriber acknowledges that the Securities have not been registered under the 1933 Securities Act, and are being offered and sold under the exemption from registration provided for in Section 4(2) and/or under Regulation D of the Securities Act, and that this transaction has not been reviewed by, passed on, or submitted to, any Federal or state agency or self-regulatory organization and that Subscriber is acquiring Convertible Notes solely upon the information provided in the Memorandum and the exhibits thereto. D. The Convertible Notes for which Subscriber hereby subscribes are being acquired solely for his, her or its account, for investment, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof. Subscriber has sufficient knowledge and experience in financial and business matters to enable Subscriber to evaluate the merits and risks of an investment in the Convertible Notes, and has not relied on the Placement Agent or anyone acting on its behalf for tax or economic advice in making the decision to subscribe for the Convertible Notes. Subscriber has been advised to consult with Subscriber’s own attorney regarding legal matters concerning the Company and to consult with Subscriber’s own tax advisor regarding the tax consequences of participating in the Company. E. Subscriber acknowledges and is aware of the following: (i) the Company was formed in 2004 (upon taking control of an inactive public company and changing its name to Xxxxxx Laser Inc.) to exploit the applications of new and patented advanced technologies in the dental field, and has limited financial and operating history; (ii) the Company’s current and proposed future business activities are highly speculative in nature and this investment is subject to the risks, among others, as are described under the caption “Certain Risk Factors” in the Memorandum; (iii) there are substantial restrictions on the transferability of the Convertible Notes (and, unless and until registered in accordance with the requirements of the Securities Act, on the transferability of company common stock into which the Convertible Notes can be converted); (iv) the Convertible Notes will not be, and Subscribers will have no rights to require that the Convertible Notes be, registered under the Securities Act and there will be no public market for the Convertible Notes; (v) it may not be offered possible for Subscriber to liquidate his, her or sold its investment in the United States unless registered under Company; and (vi) the 1933 Act tax effects which may be expected by Subscriber are not susceptible to precise prediction and the securities laws of all applicable states future legislation, future rulings of the United States Internal Revenue Service and court decisions may have an adverse effect on one or an exemption from such registration requirements is availablemore of the tax consequences elected by the Company. F. Neither the Placement Agent nor anyone on its behalf has made any representations (whether written or oral) to Subscriber (i) regarding the future performance of the Company, and or (ii) that the Corporation has no obligation past performance or present intention of filing a registration statement under experience on the 1933 Act in respect part of the Purchased Securities Company or any of its affiliates may be relied upon in any way to predict or indicate the Securitiesinvestment results to be achieved by the Company. G. Subscriber acknowledges that neither the Placement Agent nor any other person acting on its behalf has offered to sell Convertible Notes to Subscriber by means of any form of general solicitation or general advertising.

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The Subscriber acknowledges thatrepresents and warrants to the Company as follows: (a) no securities commission or similar regulatory authority has reviewed or passed At the time Subscriber was offered the Securities, Subscriber was, and on the date Subscriber receives the Securities will be, an “accredited investor” as defined by Rule 501 under the Act, and Subscriber is capable of evaluating the merits and risks of Subscriber’s investment in the Securities;Company and has the capacity to protect Subscriber’s own interests. (b) there Subscriber understands that the Securities are not presently registered, but Subscriber is no government or other insurance covering entitled to certain rights with respect to the Securities;registration of certain of the Underlying Shares (set forth on the Note). (c) there The Securities are risks associated being purchased by Subscriber for investment purposes for the Subscriber’s own account, and not with a view to distribution or resale, nor with the purchase intention of selling, transferring, granting any participation in or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the Securities;happening of any particular event or circumstances; and that an investment in the Securities is not a liquid investment. (d) there are restrictions on the Subscriber’s ability to resell the Securities and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities; (e) the Corporation has advised the Subscriber that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available to the Subscriber; (f) no prospectus has been filed by the Corporation with the Commissions in connection with the issuance of the Purchased Securities, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation and: (i) the Subscriber is restricted from using most of the civil remedies available under the Applicable Legislation; (ii) the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under the Applicable Legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the Applicable Legislation; and (g) the Subscriber acknowledges and understands that the Securities have not been must be held indefinitely unless subsequently registered under the 1933 Act and may not be offered or sold in the United States unless registered under the 1933 Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available. Subscriber is aware of the provisions of Rule 144 promulgated under the Act which permit limited resale of common stock purchased in a private placement subject to the satisfaction of certain conditions. (e) Subscriber acknowledges that Subscriber has had the opportunity to ask questions of, and receive answers from the Company or any person acting on its behalf concerning the Company and its business and to obtain any additional information, to the extent possessed by the Company (or to the extent it could have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of the information received by Subscriber. In connection therewith, Subscriber acknowledges that Subscriber has had the Corporation opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any person acting on its behalf. Without limiting the generality of the foregoing, Subscriber has been furnished with or has had the opportunity to acquire, and to review all information, both written and oral, that it desires with respect to each of the Company’s business, management, financial affairs and prospects. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge and understanding of the Company and its business based upon Subscriber’s own due diligence investigations and the information furnished pursuant to this paragraph. Subscriber understands that no obligation person has been authorized to give any information or present intention of filing a registration statement to make any representations which were not furnished pursuant to this paragraph and Subscriber has not relied on any other representations or information. (f) Subscriber has all requisite legal and other power and authority to execute and deliver this Subscription Agreement and to carry out and perform Subscriber’s obligations under the 1933 terms of this Subscription Agreement. This Subscription Agreement constitutes a valid and legally binding obligation of Subscriber, enforceable in accordance with its terms, and subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other general principals of equity, whether such enforcement is considered in a proceeding in equity or law. (g) Subscriber has carefully read this Subscription Agreement, the Risks Factors contained in the Term Sheet, the Company’s Quarterly Reports, Annual Report and any other Report filed with the SEC pursuant to the Securities Exchange Act in respect of 1934 and Subscriber has accurately completed the Purchaser Questionnaire. (h) Subscriber has carefully considered and has discussed with the Subscriber’s professional legal, tax, accounting and financial advisors, to the extent the Subscriber has deemed necessary, the suitability of this investment and the transactions contemplated by this Subscription Agreement for the Subscriber’s particular federal, state, local and foreign tax and financial situation and has determined that this investment and the transactions contemplated by this Subscription Agreement are a suitable investment for the Subscriber. Subscriber relies solely on such advisors and not on any statements or representations of the Purchased Securities Company or any of its agents. Subscriber understands that Subscriber (and not the SecuritiesCompany) shall be responsible for Subscriber’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Subscription Agreement. Subscriber understands the risk with respect to the Securities set forth in the “Risk Factors” section of the Term Sheet. (i) This Subscription Agreement and the Confidential Purchaser Questionnaire that accompanies this Subscription Agreement (the “Purchaser Questionnaire”) do not contain any untrue statements of material facts or omit any material facts concerning Subscriber. (j) There are no actions, suits, proceedings or investigations pending against Subscriber or Subscriber’s properties before any court or governmental agency (nor, to Subscriber’s knowledge, is there any threat thereof) which would impair in any way Subscriber’s ability to enter into and fully perform Subscriber’s commitments and obligations under this Subscription Agreement or the transactions contemplated hereby. (k) The execution, delivery and performance of and compliance with this Subscription Agreement, and the issuance of the Notes will not result in any material violation of, or conflict with, or constitute a material default under, any of Subscriber’s articles of incorporation or bylaws, if applicable, or any of Subscriber’s material agreements nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Subscriber or the Notes. (l) Subscriber acknowledges that the Notes are speculative and involve a high degree of risk and that Subscriber can bear the economic risk of the purchase of the Notes, including a total loss of his/her/its investment. (m) Subscriber acknowledges that he/she/it has carefully reviewed and considered the risk factors discussed in the Risk Factors section of the Term Sheet. (n) Subscriber recognizes that no federal, state or foreign agency has recommended or endorsed the purchase of the Notes. (o) Subscriber is aware that the Securities are and will be, when issued, “restricted securities” as that term is defined in Rule 144 of the general rules and regulations under the Act. (p) Subscriber understands that any and all certificates representing the Notes and any and all securities issued in replacement thereof, in connection with the conversion or exercise thereof or in exchange therefor shall bear the following legend or one substantially similar thereto, which Subscriber has read and understands: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.” (q) In addition, the certificates representing the Notes, and any and all securities issued in replacement thereof or in exchange therefor, shall bear such legend as may be required by the securities laws of the jurisdiction in which Subscriber resides. (r) Because of the restrictions imposed on resale, Subscriber understands that the Company shall have the right to note stop-transfer instructions in its stock transfer records, and Subscriber has been informed of the Company’s intention to do so. Any sales, transfers, or any other dispositions of the Securities by Subscriber, if any, will be in compliance with the Act. (s) Subscriber acknowledges that Subscriber has such knowledge and experience in financial and business matters that he/she/it is capable of evaluating the merits and risks of an investment in the Notes and of making an informed investment decision. (t) Subscriber represents that: (i) Subscriber is able to bear the economic risks of an investment in the Notes and to afford the complete loss of the investment; and (ii) (A) Subscriber could be reasonably assumed to have the capacity to protect his/her/its own interests in connection with this subscription; or (B) Subscriber has a pre-existing personal or business relationship with either the Company or any affiliate thereof of such duration and nature as would enable a reasonably prudent purchaser to be aware of the character, business acumen and general business and financial circumstances of the Company or such affiliate and is otherwise personally qualified to evaluate and assess the risks, nature and other aspects of this subscription. (u) Subscriber further represents that the address set forth below is his/her principal residence (or, if Subscriber is a company, partnership or other entity, the address of its principal place of business); that Subscriber is purchasing the Notes for Subscriber’s own account and not, in whole or in part, for the account of any other person; Subscriber is purchasing the Notes for investment and not with a view to resale or distribution; and that Subscriber has not formed any entity for the purpose of purchasing the Notes. (v) Subscriber understands that the Company shall have the unconditional right to accept or reject this subscription, in whole or in part, for any reason or without a specific reason, in the sole and absolute discretion of the Company (even after receipt and clearance of Subscriber’s funds). This Subscription Agreement is not binding upon the Company until accepted by an authorized officer of the Company. In the event that the subscription is rejected, then Subscriber’s subscription funds will be returned without interest thereon or deduction therefrom. (w) Subscriber represents that Subscriber is not subscribing for Notes as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over the Internet, television or radio or presented at any seminar or meeting. (x) Subscriber has not been furnished with any oral representation or oral information in connection with the offering of the Securities that is not contained in the Term Sheet, Note and this Subscription Agreement. (y) No representations or warranties have been made to Subscriber by the Company or its officers, employees, agents, affiliates, or subsidiary of the Company, other than the representations of the Company contained herein, and in subscribing for the Notes the Subscriber is not relying upon any representations other than those contained in this Subscription Agreement or the Note. (z) Subscriber represents and warrants, to the best of its knowledge, that no finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation in connection with the transactions contemplated by this Subscription Agreement. (aa) Subscriber represents and warrants that Subscriber has: (i) not distributed or reproduced this Subscription Agreement, the Term Sheet or the Notes (collectively, the “Offering Documents”), in whole or in part, at any time, without the prior written consent of the Company, and (ii) kept confidential the existence of the Offering Documents and the information contained therein or otherwise made available to Subscriber in connection with any further investigation of the Company and (iii) refrained and shall refrain from trading in any publicly traded securities of the Company for so long as such recipient has been in possession of the material non-public information contained in this Subscription Agreement, Note, Term Sheet or related transaction documents.

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The Subscriber acknowledges thathereby represents, warrants and certifies to, and agrees with, the Company as follows: (a) no securities commission or similar regulatory authority has reviewed or passed on 3.1 Subscriber’s information, representations and warranties set forth herein are true and complete, and may be relied upon by the merits Company. 3.2 If, before acceptance of this Purchase Agreement and any issuance to Subscriber of the Securities; (b) , there is no government any material change with respect to Subscriber’s status or other insurance covering the Securities; (c) there are risks associated with the purchase of the Securities; (d) there are restrictions on the affairs that would affect Subscriber’s information, representations or warranties set forth herein and/or Subscriber’s ability to resell invest in the Securities Company or purchase the Securities, Subscriber will promptly notify the Company of that change. 3.3 Subscriber acknowledges that Subscriber has been advised to consult with his/her own independent counsel regarding the consequences of an investment in the Company and it the Securities. Subscriber has such knowledge and experience in financial and business matters that he/she is capable of: (a) requesting, reviewing, and understanding the responsibility information acquired regarding the Company and its operations, management and control; and (b) evaluating the merits and risks of an investment in the Company and the Securities, including the risks of losing Subscriber’s entire investment. 3.4 Subscriber has received, thoroughly reviewed and understands all of the information contained in this Purchase Agreement, and Subscriber (together with any of Subscriber’s authorized representatives and agents) has been given an opportunity to find out what those restrictions are ask questions of and to comply with them before selling obtain all desired information regarding the Company and this Purchase Agreement, and has used such information and access to Subscriber’s satisfaction. Subscriber currently has knowledge sufficient to Subscriber, in the prudent management of Subscriber’s affairs, regarding the Company and its operations and principals to justify Subscriber’s submission of this Purchase Agreement to the Company. Subscriber has received all materials that have been requested by Subscriber regarding the Company, including its current Executive Summary and financial statements (attached hereto as Addenda D and E, respectively), and the Company has answered all inquiries that Subscriber or Subscriber’s representatives have put to it. Subscriber has had access to all additional information necessary to verify the accuracy of the information requested by Subscriber or in this Purchase Agreement; and Subscriber has taken all the steps necessary to evaluate the merits and risks of an investment by Subscriber in the Securities; (e) the Corporation . In making this investment decision, Subscriber has advised the Subscriber that the Corporation is relying not relied on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies any information not provided by the Applicable LegislationCompany. 3.5 Subscriber has such knowledge and experience in finance, including statutory rights of rescission or damagessecurities, will not investments and other business matters as to be available able to the protect Subscriber; (f) no prospectus has been filed by the Corporation with the Commissions ’s interests in connection with this transaction, and Subscriber’s investment in the issuance Company hereunder is not material when compared to Subscriber’s total financial capacity. Subscriber has adequate means for providing for Subscriber’s current needs and possible contingencies, has no need for liquidity regarding this investment, has no reason to expect a change in Subscriber’s circumstances, financial or otherwise, that may cause or require sale of the Purchased Subscriber’s Securities, and is in a financial position to hold the issuance is exempted from Securities for an indefinite period of time. 3.6 Subscriber understands the prospectus many risks of an investment in the Company and registration requirements can afford to bear such risks, including, but not limited to, the risk of losing Subscriber’s entire investment in the Applicable Legislation and:Company and the Securities. (i) the Subscriber is restricted from using most of the civil remedies available under the Applicable Legislation; (ii) the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under the Applicable Legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the Applicable Legislation; and (g) the 3.7 Subscriber acknowledges that the Securities are restricted securities, that no market presently exists for the Company’s Notes and Shares, that no market may develop in the future, and that Subscriber may find it impossible to liquidate Subscriber’s investment at a time when Subscriber may desire to do so, or at any other time. 3.8 Subscriber has been advised by the Company that: (a) the Securities have not been registered under the 1933 U.S. Securities Act of 1933, as amended (“Securities Act”) or any other state, national or other governmental securities laws or regulations; (b) the Securities are being offered and sold to Subscriber on the basis of the exemptions from registration provided by Regulation D promulgated under the Securities Act; (c) the offering of these Securities has not been filed with or submitted to, reviewed by, or otherwise passed on by the U.S. Securities and Exchange Commission or any other U.S. federal or state agency or self-regulatory organization where an exemption is being relied upon; and (d) the Company's reliance on the exemptions provided by Regulation D under the Securities Act is based upon the representations made by Subscriber in this Purchase Agreement, and the Company will not issue the Securities in the absence of such representations. Subscriber acknowledges that Subscriber has been informed by the Company of, or Subscriber is otherwise familiar with, the nature of the limitations imposed on the transfer of securities by the Securities Act and the rules and regulations thereunder. 3.9 Subscriber is: (a) a resident of the State of [_______________] and is of legal age (if an individual) in accordance with the laws of the State of [_____________]; (b) acquiring the Securities solely for Subscriber’s own account or as fiduciary for the benefit of another; and (c) not acquiring the Securities as a nominee or agent for the benefit of any other person. To the extent Subscriber is acting as a fiduciary in acquiring the Securities, all warranties, representations and covenants herein shall be deemed to have been made on behalf of the person or persons for whom Subscriber is acting. 3.10 Subscriber is acquiring the Securities for investment and not with a view to any offering, sale or distribution of all or any part of the Securities. Subscriber has no present intention of selling, granting participation in, or otherwise distributing the Securities. Subscriber does not have any contract, understanding, agreement, or arrangement with any person to sell, transfer, or grant participation to such person, or to any third person, with respect to all or any portion of the Securities. Subscriber acknowledges that the basis for the exemptions from relevant securities laws may not be offered present if, notwithstanding such representations, Subscriber currently has in mind merely acquiring the Securities for a fixed or sold determinable period in the United States unless registered under future, or for a market rise, or for sale if the 1933 Act market does not rise. Subscriber does not have any such present intention, and Subscriber will not transfer or assign this Purchase Agreement, in whole or in part. 3.11 Subscriber acknowledges and understands that: (a) an investment in the securities laws Securities involves certain risks; (b) financial forecasts developed by the Company are based on certain assumptions regarding future events, many of all applicable states which may not occur, and actual results of operations will vary from projected results, and such variations may be material; and (c) there are restrictions upon the transferability of the United States Securities, and accordingly, Subscriber may not be able to dispose of the Securities when desired (even in the event of an emergency). 3.12 Subscriber acknowledges that the only information regarding the offering of the Securities that has been furnished to Subscriber is this Purchase Agreement and written responses to inquiries, if any, and that Subscriber has relied only upon such information in determining whether to invest in the Company. 3.13 Subscriber acknowledges that legends stating that the Securities have not been registered and referring to restrictions on transferability and sale of the Securities may be placed upon the Securities or an exemption from such registration requirements is availableupon the certificate evidencing Subscriber’s Securities, and that the Corporation has no obligation Securities shall be subject to stop transfer or present intention stop order instructions prohibiting transfer or disposition of filing a registration statement the Securities other than in accordance with applicable law. 3.14 Subscriber agrees that Subscriber will not offer or resell the Securities unless: (a) Subscriber gives written notice (the "Transfer Notice") to the Company and the Company consents in writing to such transfer. The Transfer Notice shall describe in reasonable detail the proposed sale or transfer including, without limitation, the nature of such sale or transfer, the consideration to be paid, and the name and address of each prospective purchaser or transferee; and (b) (i) the resale of the Securities is registered under the 1933 Act in respect of Securities Act; or (ii) an exemption from registration is available under the Purchased Securities or any of the Securities.Act; or

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The Subscriber acknowledges thatrepresents and warrants to the Company and the Placement Agent as follows: (a) no securities commission or similar regulatory authority has reviewed or passed on Subscriber is an “accredited investor” as defined by Rule 501 under the Securities Act of 1933, as amended (the “Act”), and Subscriber is capable of evaluating the merits and risks of Subscriber’s investment in the Securities;Securities and has the ability and capacity to protect Subscriber’s interests. (b) there Subscriber understands that the Securities are not presently registered, but Subscriber is no government or other insurance covering entitled to certain rights with respect to the registration of the Securities;, as set forth herein. Subscriber understands that the Securities will not be registered under the Act on the ground that the issuance thereof is exempt under Section 4(2) of the Act as a transaction by an issuer not involving any public offering and that, in the view of the Commission, the statutory basis for the exception claimed would not be present if any of the representations and warranties of Subscriber contained in this Subscription Agreement or those of other purchasers of the Securities are untrue or, notwithstanding the Subscriber’s representations and warranties, the Subscriber currently has in mind acquiring any of the Securities for resale upon the occurrence or non-occurrence of some predetermined event. (c) Subscriber is purchasing the Securities subscribed for hereby for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing the Securities made in full compliance with all applicable provisions of the Act, the rules and regulations promulgated by the United States Securities and Exchange Commission (the “SEC”) thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investment. (d) Subscriber acknowledges that the Securities must be held indefinitely unless subsequently registered under the Act or unless an exemption from such registration is available. Subscriber is aware of the provisions of Rule 144 promulgated under the Act which permit resales of common stock purchased in a private placement subject to certain limitations and to the satisfaction of certain conditions provided for thereunder, including, among other things, the existence of a public market for the common stock, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being effected through a “broker’s transaction” or in transactions directly with a “market maker” and the number of shares of common stock being sold during any three-month period not exceeding specified limitations. Subscriber understands that there is presently no market for the Company’s securities and there is no assurance that a market will develop in the future. (e) Subscriber acknowledges that Subscriber has had the opportunity to ask questions of, and receive answers from the Company or any authorized person acting on its behalf concerning the Company and its business and to obtain any additional information, to the extent possessed by the Company (or to the extent it could have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of the information received by Subscriber. In connection therewith, Subscriber acknowledges that Subscriber has had the opportunity to discuss the Company’s business, management and financial affairs with the Company’s management or any authorized person acting on its behalf. Without limiting the generality of the foregoing, Subscriber has been furnished with or has had the opportunity to acquire, and to review all information, both written and oral, that Subscriber desires with respect to the Company’s business, management, financial affairs and prospects. In determining whether to make this investment, Subscriber has relied solely on (i) Subscriber’s own knowledge and understanding of the Company and its business based upon Subscriber’s own due diligence investigations and the information furnished pursuant to this paragraph, and (ii) the information described in subparagraph 2(g) below. (f) Subscriber has all requisite legal and other power and authority to execute and deliver this Subscription Agreement and to carry out and perform Subscriber’s obligations under the terms of this Subscription Agreement. This Subscription Agreement constitutes a valid and legally binding obligation of Subscriber, enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other general principals of equity, whether such enforcement is considered in a proceeding in equity or law. (g) Subscriber has carefully considered and has discussed with the Subscriber’s legal, tax, accounting and financial advisors, to the extent the Subscriber has deemed necessary, the suitability of this investment and the transactions contemplated by this Subscription Agreement for the Subscriber’s particular federal, state, local and foreign tax and financial situation and has independently determined that this investment and the transactions contemplated by this Subscription Agreement are risks associated with a suitable investment for the Subscriber. Subscriber has relied solely on such advisors and not on any statements or representations of the Company or any of its agents. Subscriber understands that Subscriber (and not the Company) shall be responsible for Subscriber’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Subscription Agreement. (h) Subscriber acknowledges that an investment in the Securities is speculative and involves a high degree of risk and that Subscriber can bear the economic risk of the purchase of the Securities;, including a total loss of his/her/its investment. (di) there Subscriber recognizes that no federal, state or foreign agency has recommended or endorsed the purchase of the Securities. (j) Subscriber is aware that the Securities are restrictions on and will be, when issued, “restricted securities” as that term is defined in Rule 144 of the Subscriber’s ability to resell general rules and regulations under the Act. (k) Subscriber understands that any and all certificates representing the Securities and it is any and all securities issued in replacement thereof or in exchange therefor shall bear the responsibility following legend or one substantially similar thereto, which Subscriber has read and understands: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.” (l) In addition, the certificates representing the Securities, and any and all securities issued in replacement thereof or in exchange therefor, shall bear such legend as may be required by the securities laws of the jurisdiction in which Subscriber resides. (m) Subscriber acknowledges that Subscriber has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision with respect thereto. (n) Subscriber represents that: (i) Subscriber is able to find out what those restrictions are bear the economic risks of an investment in the Securities and to comply afford a complete loss of the investment, and (ii) (A) Subscriber could be reasonably assumed to have the ability and capacity to protect his/her/its interests in connection with them before selling this subscription; or (B) Subscriber has a pre-existing personal or business relationship with either the Securities;Company or any affiliate thereof of such duration and nature as would enable a reasonably prudent purchaser to be aware of the character, business acumen and general business and financial circumstances of the Company or such affiliate and is otherwise personally qualified to evaluate and assess the risks, nature and other aspects of this subscription. (eo) the Corporation has advised the Subscriber understands that the Corporation Company shall have the unconditional right to accept or reject this subscription, in whole or in part, for any reason or without a specific reason, in the sole and absolute discretion of the Company (even after receipt and clearance of Subscriber’s funds). This Subscription Agreement is relying on not binding upon the Company until accepted in writing by an exemption from authorized officer of the requirements Company. In the event that this subscription is rejected, then Subscriber’s subscription funds (to provide the extent of such rejection) will be promptly returned in full without interest thereon or deduction therefrom. (p) Subscriber with a prospectus and to sell securities through a person registered to sell securities under represents that Subscriber is not subscribing for the Applicable Legislation and, Securities as a consequence result of acquiring securities pursuant or subsequent to this exemptionany advertisement, certain protectionsarticle, rights and remedies provided notice or other communication published in any newspaper, magazine or similar media or broadcast over the Internet, television or radio or presented at any seminar or meeting or any public announcement or filing of or by the Applicable LegislationCompany. (q) Subscriber represents and warrants, including statutory rights of rescission or damages, will not be available to the best of Subscriber; (f) ’s knowledge, that no prospectus has been filed by the Corporation with the Commissions finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation in connection with the issuance of the Purchased Securities, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation and: (i) the Subscriber is restricted from using most of the civil remedies available under the Applicable Legislation; (ii) the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under the Applicable Legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the Applicable Legislation; and (g) the Subscriber acknowledges that the Securities have not been registered under the 1933 Act and may not be offered or sold in the United States unless registered under the 1933 Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and that the Corporation has no obligation or present intention of filing a registration statement under the 1933 Act in respect of the Purchased Securities or any of the Securitiestransactions contemplated by this Subscription Agreement.

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The Subscriber represents and warrants to the General Partner and acknowledges thatthat the General Partner is relying upon such representation: (a) no securities commission if an individual, he or similar regulatory authority she has reviewed or passed on obtained the merits age of majority and has the Securitieslegal capacity and competence to execute this Subscription Agreement and to take all actions required pursuant hereto; (b) there is no government if a corporation or other insurance covering body corporate, it has the Securitieslegal capacity and competence to execute this Subscription Agreement and to take all actions required pursuant hereto and all necessary approvals by its directors, shareholders and members, or otherwise, have been given to authorize it to execute this Subscription Agreement and to take all actions required pursuant hereto; (c) there are risks associated with the purchase of Subscriber is not a “non-Canadian” as that expression is defined in the SecuritiesInvestment Canada Act (Canada); (d) there are restrictions on the Subscriber’s ability to resell the Securities and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling is a “resident” of Canada as that expression is defined in the SecuritiesIncome Tax Act (Canada); (e) the Corporation has advised Subscriber is a Qualified Investor as defined in the Subscriber that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available to the SubscriberPartnership Agreement; (f) no prospectus the Subscriber is aware of the risks relating to an investment in the Partnership and of the fact that the Subscriber may not be able to resell the Units except in accordance with the Partnership Agreement and the applicable securities regulatory policy and legislation; (g) the Subscriber has been filed advised by the Corporation General Partner to seek its own individual financial, legal and tax advice with respect to the Commissions in connection with merit of purchasing the Units and has had adequate opportunity to do so and the Subscriber understands the terms of its rights and obligations under the Partnership Agreement; (h) any issuance of the Purchased Securities, Units to the issuance is exempted Subscriber may be pursuant to an exemption from the registration and prospectus and registration requirements of the Applicable Legislation and:Securities Act, RSBC 1996 c. 418 as amended (the “Act”) and accordingly, (i) the Subscriber is restricted from using most of the civil remedies available under the Applicable Legislation; (ii) the Subscriber may not receive information that the Act and the Regulations would otherwise be required require the Partnership to be provided provide to the Subscriber under the Applicable Legislationit; and (iiiii) the Corporation is Partnership are relieved from certain obligations that would otherwise apply under the Applicable LegislationAct and the Regulations; (i) the Subscriber is a friend, relative or business associate (or a company wholly owned by such person) of a promoter, director or senior officer of the Partnership or its General Partner or otherwise has a common bond of interest or association with the Partnership or its General Partner and has had access to information necessary to make his/her investment decision; (j) to the Subscriber’s knowledge, the offer and sale of the Units was not accompanied by an advertisement and no selling or promotional expenses have been paid in connection with the offer and sale thereof; and (gk) this subscription is given for valuable consideration and the Subscriber acknowledges that after two business days following delivery of the Securities have not been registered under signed Subscription Agreement, the 1933 Act and Subscriber may not be offered withdraw or sold in the United States unless registered under the 1933 Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and that the Corporation has no obligation or present intention of filing a registration statement under the 1933 Act in respect of the Purchased Securities or any of the Securitiesrevoke this subscription.

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The Subscriber acknowledges thatrepresents and warrants as follows: (a) no securities commission or similar regulatory authority (i) Subscriber is an “accredited investor” as defined by Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”) as evidenced by the attached Accredited Investor Status Checklist and has reviewed or passed such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of Subscriber’s investment in the Securities, of making an informed investment decision with respect thereto, and has the ability and capacity to protect Subscriber’s interests. The Subscriber shall submit to the Company such further assurances of accredited status as may reasonably be requested by the Company. (ii) Subscriber understands that the Company and the Sponsors are relying on the merits accuracy of these representations and warranties and understands the significance of the Securities;Subscriber’s representations and warranties to the Company and Sponsors that the Subscriber is an accredited investor. By executing this Agreement, Subscriber agrees to notify the Company of any material changes affecting Subscriber’s status prior to the Company’s acceptance of the subscription. (b) there Subscriber understands that the Securities are not presently registered and the Company and Sponsors have no obligation to register the Securities or assist the Subscriber in obtaining an exemption from registration except as described in the registration statement relating to the IPO (“Registration Statement”). Subscriber understands that the Private Placement Warrants will not be registered under the Securities Act on the ground that the issuance of the Private Placement Warrants is no government exempt under either Section 4(a)(2) of the Securities Act or other insurance covering Regulation D promulgated under the Securities;Securities Act as a transaction by an issuer not involving any public offering and that, in the view of the SEC, the statutory basis for the exception claimed would not be present if any of the representations and warranties of Subscriber contained in this Agreement are untrue or, notwithstanding the Subscriber’s representations and warranties, the Subscriber currently has in mind acquiring any of the Securities for resale upon the occurrence or non-occurrence of some predetermined event. (c) Subscriber is purchasing and acquiring the Securities for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing the Securities made in full compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the SEC thereunder, and applicable state securities laws; and that Subscriber understands that an investment in the Securities is not a liquid investment. (d) Subscriber acknowledges that there exists no public market for the Securities, that no such public market may develop in the future, the Securities, when sold or issued, will be “restricted securities” and as a result, Subscriber acknowledges that the Securities may be required to held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available. Subscriber is aware of the provisions of Rule 144 promulgated under the Securities Act which permit resales of securities purchased in a private placement subject to certain limitations and to the satisfaction of certain conditions provided for thereunder, including, among other things, the existence of a public market for the securities, the availability of certain current public information about the company issuing the securities, the resale occurring not less than six months after a party has purchased and paid for the security to be sold, the sale being effected through a “broker’s transaction” or in transactions directly with a “market maker” and the number of securities being sold during any three-month period not exceeding specified limitations. Subscriber further acknowledges that the Securities will be subject to certain lock-up restrictions, as described in this Agreement, and may only be transferred pursuant to the terms of such lock-up. Subscriber also acknowledges that Rule 144 is not available for the resale of securities initially issued by shell companies or issuers that have been at any time previously a shell company and that Rule 144 will provide an exception to this prohibition only if (i) the Company has then ceased to be a shell company; (ii) the Company is then subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”); (iii) the Company has then filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the Company was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the Company filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. (e) Subscriber acknowledges that Subscriber has had the opportunity to ask questions of, and receive answers from the Company or any authorized person acting on its behalf concerning the Company’s proposed business plan and to obtain any additional information, to the extent possessed by the Company (or to the extent it could have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of the information received by Subscriber. In connection therewith, Subscriber acknowledges that Subscriber has had the opportunity to discuss the Company’s proposed business, management and financial affairs with the Company’s management or any authorized person acting on its behalf. Subscriber has received and reviewed all the information concerning the Securities and the Company’s business, management, financial affairs, prospects and risks, both written and oral, that Subscriber desires. In determining whether to make this investment, Subscriber has relied solely on (i) Subscriber’s own knowledge and understanding of the Company and its proposed business based upon Subscriber’s own due diligence investigations and the information furnished pursuant to this paragraph, (ii) the information described in subparagraph 2(g) below and (iii) the representations and warranties of the Company and the Sponsors made to the Subscriber in this Agreement. (f) Subscriber has all requisite legal and other power and authority to execute and deliver this Agreement and to carry out and perform Subscriber’s obligations under the terms of this Agreement. This Agreement constitutes a valid and legally binding obligation of Subscriber, enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other general principals of equity, whether such enforcement is considered in a proceeding in equity or law. (g) Subscriber has carefully considered and has discussed with the Subscriber’s legal, tax, accounting and financial advisors, to the extent the Subscriber has deemed necessary, the suitability of this investment and the transactions contemplated by this Agreement for the Subscriber’s particular federal, state, local and foreign tax and financial situation and has independently determined that this investment and the transactions contemplated by this Agreement are risks associated a suitable investment for the Subscriber. Subscriber has relied solely on such advisors and not on any statements or representations of the Company or any of its agents. Subscriber understands that Subscriber (and not the Company) shall be responsible for Subscriber’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. (h) There are no actions, suits, proceedings or investigations pending against Subscriber or Subscriber’s assets before any court or governmental agency (nor, to Subscriber’s knowledge, is there any threat thereof) which would impair in any way Subscriber’s ability to enter into and fully perform Subscriber’s commitments and obligations under this Agreement or the transactions contemplated hereby. (i) The execution, delivery and performance of and compliance with this Agreement and the sale and issuance of the Securities will not result in any violation of, or conflict with, or constitute a default under, any of Subscriber’s articles of incorporation, by-laws, operating agreement, partnership agreement, or trust agreement, if applicable, or any agreement to which Subscriber is a party or by which it is bound. (j) Subscriber acknowledges that an investment in the Securities is speculative and involves a high degree of risk and that Subscriber can bear the economic risk of the purchase of the Securities;, including a total loss of its investment. Subscriber acknowledges and understands and agrees that in the event the Company is unable to consummate an initial merger, stock exchange, asset acquisition or other similar business combination (the “Business Combination”) within a certain period of time following the closing of the IPO, then Subscriber may lose its entire investment. (dk) there are restrictions on Subscriber understands that other investors in the Subscriber’s ability Company, including officers and directors of the Company, may receive better terms than those being offered to resell the Subscriber hereby. (l) Subscriber recognizes that no federal, state or foreign agency has reviewed, recommended or endorsed the purchase of the Securities or any facts or circumstances related thereto. (m) Subscriber is aware that (i) the Company will have no operations and it no commitments for any additional capital that may be needed in the future and (ii) the Company will be a shell company. Subscriber has experience in evaluating the risks of investing in early stage development companies and blank check companies. (n) Subscriber represents that Subscriber is not purchasing or acquiring the responsibility Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over the Internet, television or radio or presented at any seminar or meeting or any public announcement or filing of or by the Company or any of its affiliates, agents or representatives. (o) Subscriber has carefully read each of the Subscriber to find out what those restrictions are terms and to comply with them before selling the Securities;provisions of this Agreement. (ep) No representations or warranties have been made to Subscriber by the Corporation has advised Company, Sponsors or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company and Sponsors contained herein, and in subscribing for the Private Placement Warrants the Subscriber that is not relying upon any representations other than those contained in this Agreement. Subscriber has not been furnished with any oral representation or oral information in connection with or in any way relating to the Corporation is relying on an exemption from Private Placement or the requirements to provide proposed business or prospects of the Company. (q) Subscriber with a prospectus represents and to sell securities through a person registered to sell securities under the Applicable Legislation andwarrants it has not engaged any finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a consequence of acquiring securities pursuant broker, that is entitled to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available to the Subscriber; (f) no prospectus has been filed by the Corporation with the Commissions any compensation in connection with the issuance of transactions contemplated by this Agreement. (r) Subscriber acknowledges and understands that it will be required to waive certain redemption rights with regard to the Purchased SecuritiesFounder Shares, and Subscriber further acknowledges being familiar with such waivers. Subscriber further acknowledges that if the issuance is exempted from Company does not complete an initial Business Combination within the prospectus and registration requirements of the Applicable Legislation and: required time period, (i) the Subscriber is restricted from using most proceeds of the civil remedies available under sale of the Applicable Legislation; Private Placement Warrants will be used to fund the redemption of its public shares and (ii) that there will be no liquidating distributions from the Subscriber may not receive information that would otherwise be required to be provided Company’s trust account with respect to the Subscriber under Securities held by the Applicable Legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the Applicable Legislation; and (g) the Subscriber acknowledges that the Securities have not been registered under the 1933 Act and may not be offered or sold in the United States unless registered under the 1933 Act Subscriber, and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and that the Corporation has no obligation or present intention of filing a registration statement under the 1933 Act in respect of the Purchased Securities or any of the SecuritiesPrivate Placement Warrants will expire worthless.

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The Subscriber acknowledges thatrepresents and warrants to the Company and the Placement Agent as follows: (a) no securities commission or similar regulatory authority has reviewed or passed on Subscriber is an "accredited investor" as defined by Rule 501 under the Securities Act of 1933, as amended (the "Act"), and Subscriber is capable of evaluating the merits and risks of Subscriber's investment in the Securities;Units and has the ability and capacity to protect Subscriber's interests. (b) there Subscriber understands that the Securities are not presently registered, but Subscriber is no government entitled to certain rights with respect to the registration of the common stock underlying the Units (see Section 6 below). Subscriber understands that the Securities will not be registered under the Act on the ground that the issuance thereof is exempt under Section 4(2) of the Act as a transaction by an issuer not involving any public offering and that, in the view of the Commission, the statutory basis for the exemption claimed would not be present if any of the representations and warranties of Subscriber contained in this Subscription Agreement or those of other insurance covering purchasers of the Securities;Securities are untrue or, notwithstanding the Subscriber's representations and warranties, the Subscriber currently has in mind acquiring any of the Securities for resale upon the occurrence or non-occurrence of some predetermined event. (c) Subscriber is purchasing the Securities subscribed for hereby for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing the Securities made in full compliance with all applicable provisions of the Act, the rules and regulations promulgated by the United States Securities and Exchange Commission (the "SEC") thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investment. (d) Subscriber acknowledges that there exists no public market for the Securities, that no such public market may develop in the future and as a result, Subscriber acknowledges that the Securities must be held indefinitely unless subsequently registered under the Act or unless an exemption from such registration is available. Subscriber is aware of the provisions of Rule 144 promulgated under the Act which permit resales of common stock purchased in a private placement subject to certain limitations and to the satisfaction of certain conditions provided for thereunder, including, among other things, the existence of a public market for the common stock, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being effected through a "broker's transaction" or in transactions directly with a "market maker" and the number of shares of common stock being sold during any three-month period not exceeding specified limitations. Subscriber acknowledges that Subscriber has had the opportunity to ask questions of, and receive answers from, each of the Company and SALT, or any authorized person acting on behalf of such entity concerning such entity and its business and to obtain any additional information, to the extent possessed by the Company and SALT (or to the extent it could have been acquired by the Company or SALT without unreasonable effort or expense) necessary to verify the accuracy of the information received by Subscriber. In connection therewith, Subscriber acknowledges that Subscriber has had the opportunity to discuss each of the Company's and SALT's business, management and financial affairs with such entity's management or any authorized person acting on its behalf. Subscriber has received and reviewed the Memorandum and all the information concerning the Company, SALT and the Units, both written and oral, that Subscriber desires. Without limiting the generality of the foregoing, Subscriber has been furnished with or has had the opportunity to acquire, and to review: all information, both written and oral, that Subscriber desires with respect to each of the Company's and SALT's business, management, financial affairs and prospects. In determining whether to make this investment, Subscriber has relied solely on (i) Subscriber's own knowledge and understanding of the Company, SALT and the business of each such entity based upon Subscriber's own due diligence investigations and the information furnished pursuant to this paragraph, and (ii) the information described in subparagraph 2(g) below. Subscriber understands that no person has been authorized to give any information or to make any representations which were not contained in the Memorandum and Subscriber has not relied on any other representations or information. (f) Subscriber has all requisite legal and other power and authority to execute and deliver this Subscription Agreement and to carry out and perform Subscriber's obligations under the terms of this Subscription Agreement. This Subscription Agreement constitutes a valid and legally binding obligation of Subscriber, enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other general principals of equity, whether such enforcement is considered in a proceeding in equity or law. Subscriber has carefully considered and has discussed with the Subscriber's legal, tax, accounting and financial advisors, to the extent the Subscriber has deemed necessary, the suitability of this investment and the transactions contemplated by this Subscription Agreement for the Subscriber's particular federal, state, local and foreign tax and financial situation and has independently determined that this investment and the transactions contemplated by this Subscription Agreement are risks associated a suitable investment for the Subscriber. Subscriber has relied solely on such advisors and not on any statements or representations of the Company or any of its agents. Subscriber understands that Subscriber (and not the Company) shall be responsible for Subscriber's own tax liability that may arise as a result of this investment or the transactions contemplated by this Subscription Agreement. (h) This Subscription Agreement and the Accredited Investor Questionnaire accompanying this Subscription Agreement do not contain any untrue statement of a material fact or omit any material fact concerning Subscriber. (i) There are no actions, suits, proceedings or investigations pending against Subscriber or Subscriber's assets before any court or governmental agency (nor, to Subscriber's knowledge, is there any threat thereof) which would impair in any way Subscriber's ability to enter into and fully perform Subscriber's commitments and obligations under this Subscription Agreement or the transactions contemplated hereby. (j) The execution, delivery and performance of and compliance with this Subscription Agreement and the issuance of the Securities will not result in any violation of, or conflict with, or constitute a default under, any of Subscriber's articles of incorporation or by-laws, if applicable, or any agreement to which Subscriber is a party or by which it is bound, nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Subscriber or the Securities. (k) Subscriber acknowledges that an investment in the Securities is speculative and involves a high degree of risk and that Subscriber can bear the economic risk of the purchase of the Securities;, including a total loss of his/her/its investment. Subscriber acknowledges that he/she/it has carefully reviewed and considered the risk factors discussed in the "Risk Factors" section of the Memorandum. (dm) there Subscriber recognizes that no federal, state or foreign agency has recommended or endorsed the purchase of the Securities. (n) Subscriber is aware that the Securities are restrictions on and will be, when issued, "restricted securities" as that teal' is defined in Rule 144 of the Subscriber’s ability to resell general rules and regulations under the Act. (o) Subscriber understands that any and all certificates representing the Securities and it is any and all securities issued in replacement thereof or in exchange therefor shall bear the responsibility following legend or one substantially similar thereto, which Subscriber has read and understands: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE." (p) In addition, the certificates representing the Securities, and any and all securities issued in replacement thereof or in exchange therefor, shall bear such legend as may be required by the securities laws of the jurisdiction in which Subscriber resides. (q) Because of the legal restrictions imposed on resale, Subscriber understands that the Company shall have the right to find out what those restrictions are note stop-transfer instructions in its stock transfer records, and Subscriber has been informed of the Company's intention to do so. Any sales, transfers, or other dispositions of the Securities by Subscriber, if any, will be made in compliance with the Act and all applicable rules and regulations promulgated thereunder. Subscriber acknowledges that Subscriber has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision with respect thereto. (s) Subscriber represents that: (i) Subscriber is able to bear the economic risks of an investment in the Securities and to comply afford a complete loss of the investment, and (ii) (A) Subscriber could be reasonably assumed to have the ability and capacity to protect his/her/its interests in connection with them before selling this subscription; or (B) Subscriber has a pre-existing personal or business relationship with either the Company or any affiliate thereof of such duration and nature as would enable a reasonably prudent purchaser to be aware of the character, business acumen and general business and financial circumstances of the Company or such affiliate and is otherwise personally qualified to evaluate and assess the risks, nature and other aspects of this subscription. (t) Subscriber further represents that the address of Subscriber set forth below is his/her principal residence (or, if Subscriber is a company, partnership or other entity, the address of its principal place of business); that Subscriber is purchasing the Securities for Subscriber's own account and not, in whole or in part, for the account of any other person; Subscriber is purchasing the Securities for investment and not with a view to the resale or distribution thereof; and that Subscriber has not formed any entity, and is not an entity formed, for the purpose of purchasing the Securities;. (eu) the Corporation has advised the Subscriber understands that the Corporation Company and the Placement Agent shall have the unconditional right to accept or reject this subscription, in whole or in part, for any reason or without a specific reason, in the sole and absolute discretion of the Company (even after receipt and clearance of Subscriber's funds). This Subscription Agreement is relying on not binding upon the Company until accepted in writing by an exemption from authorized officer of the requirements to provide Company. In the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation andevent that this subscription is rejected, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available then Subscriber's subscription funds (to the Subscriber;extent of such rejection) will be promptly returned in full without interest thereon or deduction therefrom. (fv) no prospectus Subscriber has not been filed by the Corporation furnished with the Commissions any oral representation or oral information in connection with the issuance offering of the Purchased SecuritiesSecurities that is not contained in, or is in any way contrary to or inconsistent with, statements made in the Memorandum and this Subscription Agreement. (w) Subscriber represents that Subscriber is not subscribing for the Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over the Internet, television or radio or presented at any seminar or meeting or any public announcement or filing of or by the Company. (x) Subscriber has carefully read this Subscription Agreement and the Memorandum, and Subscriber has accurately completed the Accredited Investor Questionnaire which accompanies this Subscription Agreement. (y) No representations or warranties have been made to Subscriber by the Company, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company contained herein, and in subscribing for the Securities the Subscriber is not relying upon any representations other than those contained in the Memorandum or in this Subscription Agreement. (z) Subscriber represents and warrants, to the best of Subscriber's knowledge, that other than the Placement Agent, no finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a broker, is entitled to any compensation in connection with the transactions contemplated by this Subscription Agreement. (aa) Subscriber represents and warrants that Subscriber has not distributed or reproduced the Memorandum, in whole or in part, at any time, without the prior written consent of the Company and the Placement Agent. (bb) If the Subscriber is a corporation, partnership, limited liability company, trust, or other entity, the issuance person executing this Subscription Agreement hereby represents and warrants that the above representations and warranties shall be deemed to have been made on behalf of such entity and the Subscriber has made the same after due inquiry to determine the truthfulness of such representations and warranties. (cc) If the Subscriber is exempted from the prospectus and registration requirements of the Applicable Legislation and: a corporation, partnership, limited liability company, trust, or other entity, it represents that: (i) it is duly organized, validly existing and in good standing in its jurisdiction of incorporation or organization and has all requisite power and authority to execute and deliver this Subscription Agreement and purchase the Units, shares of Common Stock, Warrant and Warrant Shares as provided herein; (ii) its purchase of the Units will not result in any violation of, or conflict with, any term or provision of the charter, By-Laws or other organizational documents of Subscriber or any other instrument or agreement to which the Subscriber is restricted from using most of the civil remedies available under the Applicable Legislation; (ii) the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under the Applicable Legislationa party or is subject; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under execution and delivery of this Subscription Agreement and Subscriber's purchase of the Applicable LegislationUnits has been duly authorized by all necessary action on behalf of the Subscriber; andand (iv) all of the documents relating to the Subscriber's subscription to the Units have been duly executed and delivered on behalf of the Subscriber and constitute a legal, valid and binding agreement of the Subscriber. (gdd) the The Subscriber acknowledges that if he or she is a registered representative of an NASD member firm, he or she must give such firm the notice required by the NASD Rules of Fair Practice, receipt of which must be acknowledged by such firm. (ee) The Subscriber understands that all information regarding the Offering is confidential and represents that it will not be used for any purpose other than in connection with his, her or its consideration of a purchase of the Securities have not been registered under the 1933 Act and may not be offered or sold agrees to treat it in the United States unless registered under the 1933 Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and that the Corporation has no obligation or present intention of filing a registration statement under the 1933 Act in respect of the Purchased Securities or any of the Securitiesconfidential manner.

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The Subscriber acknowledges that: (a) In order to induce the Company to accept Subscriber’s subscription, Subscriber further represents and warrants to the Company, its “Affiliates” (as defined in the Act), Company counsel, and their respective agents and representatives including, but not limited to, their placement agents in the Offering, as follows: 1. SUBSCRIBER HAS READ THE SUBSCRIPTION DOCUMENTS AND HAS EXAMINED THE RISK FACTORS SET FORTH IN THE COMPANY’S SEC FILINGS, AND UNDERSTANDS THE SPECULATIVE NATURE OF AND SUBSTANTIAL RISK INVOLVED IN THE INVESTMENT IN THE COMPANY. 2. Subscriber has received a description of the Proposed Merger and has received such other information regarding the Proposed Merger as requested by Subscriber. Subscriber acknowledges and agrees that (i) the Proposed Merger is subject to a number of conditions, there is no securities commission or similar regulatory authority has reviewed or passed assurance that the Proposed Merger will be consummated and its subscription is not contingent on the merits consummation of the Securities; Proposed Merger; (bii) the market may not react favorably to the signing of the agreement for, or the closing of, the Proposed Merger, and (iii) there is no government assurance that the Company is acquiring Lexington on favorable terms or that the Proposed Merger, if it closes, will have a positive impact on the Company. 3. If Subscriber has chosen to do so, Subscriber has been represented by such legal and tax counsel and other insurance covering professionals, each of whom has been personally selected by Subscriber, as Subscriber has found necessary to consult concerning the Securities; purchase of the Common Stock, and such representation has included an examination of all applicable documents and SEC Filings (cincluding the Company’s Form 10-K for the fiscal year ended December 31, 2011 attached hereto as Annex B and Form 10-Q for the quarterly period ended June 30, 2012 attached hereto as Annex C) there are and an analysis of all tax, financial, and securities law aspects thereof deemed to be necessary. Subscriber acknowledges that Subscriber understands the risks associated with the purchase Company and described in the Company’s public filings (which Subscriber has reviewed). Subscriber, together with Subscriber’s counsel, Subscriber’s advisors, and such other persons, if any, with whom Subscriber has found it necessary or advisable to consult, have sufficient knowledge and experience in business and financial matters to evaluate the information set forth in the Subscription Documents and the risks of the Securities;investment and to make an informed investment decision with respect thereto. Further, Subscriber has been given the opportunity for a reasonable time period prior to the date hereof to ask questions of, and receive answers from, the Company or its representatives concerning the terms and conditions of the Offering and other matters pertaining to this investment and has been given the opportunity for a reasonable time period prior to the date hereof to verify the accuracy of the Company’s information. (d) there are restrictions on 4. With respect to the United States federal, state and foreign tax aspects of Subscriber’s ability investment, Subscriber is relying solely upon the advice of Subscriber’s own tax advisors, and/or upon Subscriber’s own knowledge with respect thereto. 5. Subscriber has not relied, and will not rely upon, any information with respect to resell this Offering other than the Securities and it information contained in the Subscription Documents. 6. Subscriber understands that no person has been authorized to make representations or to give any information or literature with respect to this Offering that is inconsistent with the responsibility information that is set forth in the Subscription Documents. 7. Subscriber understands that, other than as provided in the Subscription Documents, no covenants, representations, or warranties have been authorized by or will be binding upon the Company, with regard to this Subscription Agreement, the performance of the Company or any expectation of investment returns, including any representations, warranties or agreements contained or made in any written document or oral communication received from or had with the Company, its Affiliates, Company counsel or any of their respective representatives or agents. Subscriber to find out what those restrictions are and to comply with them before selling the Securities;has not relied upon any information or representation that may be or has been made or given except as permitted under this paragraph 4(a). (e) the Corporation has advised the 8. Subscriber understands that the Corporation Offering will not be registered under the Act, or pursuant to the provisions of the securities or other laws of any other applicable jurisdictions, but is relying on an being made in reliance upon the provisions of Section 4(2) of the Act, Regulation D and the other rules and regulations promulgated under the Act, and/or upon such other exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available to the Subscriber; (f) no prospectus has been filed by the Corporation with the Commissions in connection with the issuance of the Purchased Securities, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation and: (i) Act as may be available with respect to any or all of the investments in securities to be made hereunder. Subscriber is restricted from using most fully aware that the Common Stock subscribed for by Subscriber are to be sold to Subscriber in reliance upon such safe harbor based upon Subscriber’s representations, warranties, and agreements as set forth herein and in the Investor Questionnaire. Subscriber is fully aware of the civil remedies available under restrictions on sale, transferability and assignment of the Applicable Legislation; (ii) Common Stock, and that Subscriber must bear the Subscriber may not receive information that would otherwise be required to be provided to economic risk of Subscriber’s investment herein for an indefinite period of time because the Subscriber under the Applicable Legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the Applicable Legislation; and (g) the Subscriber acknowledges that the Securities have Offering has not been registered under the 1933 Act and may and, therefore, the securities cannot be offered or sold in the United States unless such offer is subsequently registered under the 1933 Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is availableavailable to Subscriber. The Subscriber represents, warrants and agrees that Subscriber will not sell or otherwise transfer the Common Stock without registration under the Act or an exemption therefrom. The Subscriber is aware that the Common Stock comprising the Offering constitutes “restricted securities” as such term is defined in Rule 144 promulgated under the Act (“Rule 144”), and may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. 9. Subscriber is an “accredited investor” (as defined in Rule 501 of Regulation D promulgated under the Act) as indicated on the Investor Questionnaire attached hereto. 10. Subscriber has no present intention to sell, distribute, pledge, assign, or otherwise transfer the Common Stock, which Subscriber acquires pursuant to this Offering. Subscriber is making the investment hereunder solely for Subscriber’s own account and not for the account of others and for investment purposes only and not with a view to or for the transfer, assignment, resale or distribution thereof, in whole or in part. Subscriber has no present plans to enter into any such contract, undertaking, agreement, or arrangement. 11. Subscriber agrees that Subscriber will not cancel, terminate or revoke this Subscription Agreement, which has been executed by Subscriber, and that this Subscription Agreement shall survive any sale, assignment or other transfer of control over, or of all or substantially all of Subscriber’s assets or business and Subscriber’s bankruptcy, except as otherwise provided pursuant to the Corporation laws of any applicable jurisdiction. 12. Subscriber has substantial investment experience and is familiar with investments of the type contemplated by this Subscription Agreement. Subscriber is aware that purchase of the Common Stock is a speculative investment involving a high degree of risk and there is no guarantee that Subscriber will realize any gain from Subscriber’s investment or realize any tax benefits therefrom and Subscriber is further aware that Subscriber may lose all or a substantial part of Subscriber’s investment. Subscriber understands that there are substantial restrictions on the transferability of, and there is no existing public market for, the Common Stock and it may not be possible to liquidate an investment in the Common Stock. Subscriber affirms that Subscriber acknowledges that this investment is highly speculative, involves a high degree of risk and, accordingly, Subscriber can afford to lose its entire investment. 13. The address set forth herein is Subscriber’s true and correct address and Subscriber has no obligation or present intention of filing becoming a registration statement under the 1933 Act in respect resident of any other country, state, or jurisdiction prior to, or after, Subscriber’s purchase of the Purchased Securities or any Common Stock. 14. Subscriber understands the meaning and legal consequences of the Securitiesforegoing representations and warranties, which are true and correct as of the date hereof and will be true and correct as of the Closing Date. Each such representation and warranty shall survive the Subscriber’s purchase of the Common Stock subscribed for herein. 15. Subscriber acknowledges and agrees that it shall not be a defense to a suit for damages for any misrepresentation or breach of covenant or warranty made by Subscriber that the Company, its Affiliates, the Company’s counsel and their respective agents or representatives knew or had reason to know that any such covenant, representation or warranty in this Subscription Agreement or furnished or to be furnished to the Company by Subscriber contained untrue statements. The foregoing shall survive any investigation of Subscriber’s representations and warranties in this Subscription Agreement made by the Company, its Affiliates, the Company’s counsel and their respective agents or representatives. 16. No representation or warranty that Subscriber has made in this Subscription Agreement, the Investor Questionnaire or in any writing furnished or to be furnished pursuant to this Subscription Agreement, contains or shall contain any untrue statement of fact, or omits or shall omit to state any fact which is required to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading. 17. Subscriber has full right, power, and authority to execute and deliver this Subscription Agreement and to perform Subscriber’s obligations hereunder and all necessary consents have been obtained. This Subscription Agreement has been duly authorized, executed and delivered by or on behalf of Subscriber and is a valid, binding and enforceable obligation of Subscriber, enforceable against Subscriber in accordance with its terms subject to bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting creditors’ rights generally and to general equity principles. 18. The execution and delivery of this Subscription Agreement by Subscriber will not result in any violation of, or be in conflict with, or result in the default of, any term of any material agreement or instrument to which Subscriber is a party or by which Subscriber is bound, or of any law or governmental order, rule or regulation which is applicable to Subscriber. 19. All negotiations relative to this Subscription Agreement and the transactions contemplated hereby have been carried out by Subscriber directly with the Company without the intervention of any person or entity in such manner as to give rise to any claim by any person or entity against Subscriber or the Company for a finder’s fee, brokerage commission or similar payment. To the extent Subscriber becomes aware of an additional claim to such fees, commission or payments, other than to a placement agent retained by the Company, Subscriber shall promptly provide the Company with notice of such claim. To the extent any person or entity claims to be entitled to a finder’s fee, brokerage commission, or similar payment in connection with the transactions contemplated hereby, Subscriber shall be liable for all such fees and expenses related thereto to the extent any such claims relate to acts or omissions of Subscriber or to this transaction. In the event a payment is payable by the Company to any broker, finder, agent or other person, other than to a placement agent retained by the Company, in connection with Subscriber’s investment in the Company, such payment shall be deducted from the amount paid by Subscriber in connection with this Agreement. 20. Subscriber is unaware of, is in no way relying on, and did not become aware of the offering of the Common Stock through or as a result of, any form of general solicitation or general advertising.

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The Subscriber acknowledges thathereby represents and warrants to the Company and each other person who is, or in the future becomes, a shareholder of the Company as follows: (a) no securities commission Subscriber is acquiring the Shares for his/her/its own account, for investment and not with a view to, or similar regulatory authority has reviewed for resale in connection with, any distribution or passed on public offering thereof within the merits meaning of the Securities;Act, the rules and regulations promulgated by the SEC and applicable state securities laws. (b) there is no government or other insurance covering the Securities; (c) there are risks associated with the purchase of the Securities; (d) there are restrictions on the Subscriber’s ability to resell the Securities and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities; (e) the Corporation has advised the Subscriber that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available to the Subscriber; (f) no prospectus has been filed by the Corporation with the Commissions in connection with the issuance of the Purchased Securities, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation and: understands that: (i) the Subscriber is restricted from using most of the civil remedies available under the Applicable Legislation; Shares (iiA) the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under the Applicable Legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the Applicable Legislation; and (g) the Subscriber acknowledges that the Securities have not been registered under the 1933 Act or any state securities laws, (B) will be issued and sold in reliance upon an exemption from the registration and prospectus delivery requirements pursuant to Section 4(2) of the Act and/or Regulation D or Regulation S promulgated by the SEC under the Act, and (C) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings; and (ii) Subscriber must be able to bear the economic risk of such investment indefinitely unless the Shares issued pursuant to the Offering are registered under the Act and, if applicable, under state securities laws or is exempt therefrom under Rule 144 promulgated by the SEC under the Act. Subscriber further understands that such exemptions depend upon, among other things, the bona fide nature of the investment intent of Subscriber expressed herein. (c) The Subscriber understands that as of the date of this Subscription Agreement, the Company has authorized under its Certificate of incorporation 250,000,000 Shares, of which 188,696,490 Shares are issued and outstanding. The Subscriber further understands that: (i) as a result, the Company does not have a sufficient number of authorized but unissued Shares and has therefore authorized the implementation of a one-for-two hundred (1:200) reverse split of the issued and outstanding Shares (the “Reverse Split”), without any change in the 250,000,000 authorized Shares; and (ii) the certificates in book entry form to be issued in the name of the Subscribers following acceptance by the Company of Subscription Agreements from Subscribers will NOT be issued until the Reverse Split is implemented, which is subject to the approval by FINRA and will result in the assignment by FINRA of a new trading symbol. (d) The Company has made available to Subscriber, and Subscriber has reviewed to the extent it deemed necessary, all information regarding the business and financial condition of the Company, its expected plans for future business activities, the status of its litigation, and the merits and risks of an investment in the Shares, considered necessary or appropriate by it in order to make an informed investment decision regarding a purchase of the Shares, including the following: its Articles of Incorporation and Bylaws, its tax returns for the last three calendar years, the description of its products and operations on the website of the Company (xxx.xxxxxxxxxxxxxxxxxxx.xxx), its trading information and capitalization at xxx.xxxxxxxxxx.xxx, symbol “IBGH” (collectively, the “Disclosure Materials”), and Subscriber has had the opportunity to request and/or discuss with representatives of the Company any other information deemed necessary or appropriate by Subscriber in order to make an informed investment decision regarding the purchase of the Shares at the Offering Price. Subscriber acknowledges that all documents, records or books of the Company have been made available for inspection by Subscriber or Subscriber’s attorney, accountant or other representative or agent; that Subscriber or Subscriber’s attorney, accountant or other representative or agent has for a reasonable amount of time had an opportunity to ask questions of and receive answers from the Company concerning its proposed business and prospects; and that all of such questions have been answered to the full satisfaction of Subscriber. (e) Subscriber has knowledge, skill and experience in financial, business and investment matters relating to an investment of this type and is capable of evaluating the merits and risks of such investment and protecting its interest in connection with the acquisition of the Shares. To the extent deemed necessary by Subscriber, Subscriber has retained, at its own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of purchasing and owning the Shares and their suitability for Subscriber. Subscriber has the ability to bear the economic risks of its investment in the Company, including a complete loss of the investment, and has no need for liquidity in such investment. Subscriber understands that the acquisition of the Shares is a speculative investment that involves substantial risks and that Subscriber could lose its entire investment in the Shares. Subscriber has carefully read and considered particularly the following risks peculiar to the Company, which list does not purport to be complete: (i) The Offering Price is not necessarily based on recent trading prices or any asset or earnings valuation of the Company’s Shares. (ii) The Company may issue additional Shares at prices that management deems appropriate that may be higher or lower than the Offering Price paid by Subscribers. In addition, the Company may create and issue additional classes of capital stock with rights, priorities and liquidation premiums different or greater than those held by Subscribers. The issuance of additional Shares may dilute the ownership interest of Subscribers in the Company. (iii) The business of the Company is dependent on the services of Xx. Xxxxxx Xxxxxxxxx, its President, and Chief Executive Officer, and the team of individuals the Company is currently assembling, each of whom possesses significant expertise and knowledge regarding the business of the Company. The Company does not carry key man life insurance on any of them. Any loss or interruption of the services of either of them could significantly reduce the Company’s ability to manage effectively its business, and an appropriate replacement may not be readily obtained should the need arise. (iv) There is only a limited public market for the Stock, so there can be no assurance that Subscriber will be able to sell or dispose of the Shares at any time. Subscriber must hold the Shares for at least six months, and any public disposition thereafter must be made in compliance with Rule 144 under the Act. The Company is under no obligation to make the provisions of Rule 144 available to Subscriber; therefore, a Subscriber must be able to bear the economic risk of the investment for an indefinite period of time. (v) There are other companies offering quantum computing products and services that are larger and likely have greater resources than the Company. These competitors could ultimately affect our revenue and profitability. (vi) Quantum Computing Inc. is a development stage company. Investing in this sector is highly speculative. Regulations are unknown and could negatively affect our business. (f) In making this investment decision, Subscriber is relying solely on the Disclosure Materials and investigations made by it and its representatives. The offer to purchase the Shares was communicated to Subscriber in such a manner that it was able to ask questions of and receive answers from the management of the Company concerning the terms and conditions of the proposed transaction, and at no time was Subscriber presented with or solicited by or through any advertisement, article, leaflet, public promotional meeting, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or meeting or any other form of general or public advertising or solicitation. (g) Subscriber acknowledges that it has been advised that the Shares offered hereby have not been approved or sold disapproved by the SEC or any state securities commission, nor has the SEC or any state securities commission passed upon the accuracy or adequacy of any representations by the Company. The Shares have not been recommended or endorsed by any federal or state securities commission or regulatory authority, nor have such authorities confirmed the accuracy or determined the adequacy of any representation. (h) Subscriber acknowledges and is aware that there has never been any representation, guarantee or warranty made by the Company or any officer, director, employee, agent or representative of the Company, expressly or by implication, as to (i) the approximate or exact length of time that Subscriber will be required to remain a shareholder of the Company; (ii) the percentage of gain or loss to be realized, if any, as a result of this investment; or (iii) that the past performance or experience on the part of the Company, or any future expectations, will in any way indicate the predictable results of the ownership of Shares or of the overall financial performance of the Company. (i) Subscriber represents and warrants that it is an “accredited investor” within the meaning of Rule 501(d) of Regulation D under the Act, and Subscriber has executed the Certificate of Accredited Investor Status, attached hereto as Exhibit A. (j) Subscriber’s subscription and payment for, and its continued beneficial ownership of the Shares, will not violate any applicable securities or other law, nor result in the United States breach of or constitute a default under any agreement, instrument, law or court decree to which Subscriber is a party or by which it is bound. (k) If Subscriber is a natural person, Subscriber has reached the age of majority in the state in which Subscriber resides, maintains his or her domicile at the address shown on the signature page hereof, and the funds provided for acquiring the Shares are either separate property or community property over which Subscriber has the right of control or are otherwise funds as to which it has the sole right of management. (l) If this Agreement is executed and delivered on behalf of a partnership, corporation, trust, estate or other entity (an “Entity”): (i) such Entity has the full legal right and power and all authority and approval required to execute and deliver, or authorize execution and delivery of, this Agreement and all other instruments executed and delivered by or on behalf of such Entity in connection with the purchase of the Shares and to purchase and hold such Shares, (ii) the signature of the party signing on behalf of such Entity is binding upon such Entity; and (iii) such Entity has not been formed for the specific purpose of acquiring such Shares, unless registered each beneficial owner of such entity is qualified as an accredited investor within the meaning of Rule 501(a) of Regulation D promulgated under the 1933 Securities Act and has submitted information substantiating such individual qualification. (m) If Subscriber is a retirement plan or is investing on behalf of a retirement plan, Subscriber acknowledges that investment in the securities laws of all applicable states of Stock poses additional risks including the United States or inability to use losses generated by an exemption from such registration requirements is available, and that investment in the Corporation has no obligation or present intention of filing a registration statement under the 1933 Act in respect of the Purchased Securities or any of the SecuritiesStock to offset taxable income.

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The Subscriber acknowledges thatundersigned makes the following additional agreements, representations, declarations, acknowledgments and warranties with the intent that the same may be relied upon in determining his suitability as a purchaser of the Notes: (1) The undersigned agrees that, in the event its principal residence is changed, he, she or it will promptly notify the management of the Company. (2) The undersigned meets the suitability requirements initialed in Section II. (3) The undersigned has received, read, understands and is fully familiar with the Offering Documents and the Subscription Documents. (4) The Notes subscribed for herein and any Interests acquired by the undersigned upon conversion of the Notes into Interests, will be acquired solely by and for the account of the undersigned for investment, and are not being purchased for subdivision, fractionalization, resale or distribution; the undersigned has no contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge all or any part of the Notes and any Interests acquired by the undersigned upon conversion of the Notes into Interests, and the undersigned has no present plans or intentions to enter into any such contract, undertaking or arrangement. In order to induce management of the Company to issue and sell the Notes subscribed for hereby to the undersigned, the undersigned agrees that the Company will have no obligation to recognize the ownership, beneficial or otherwise, of the Notes by anyone but the undersigned. (5) The undersigned agrees that he, she or it will not transfer the Notes, or any interest therein, and any Interests acquired by the undersigned upon conversion of the Notes into Interests, except in accordance with the provisions of the Note. The undersigned acknowledges that he, she or it generally must hold his, her or its Notes and any Interests acquired upon conversion of the Notes into Interests, for a minimum period of one year and may not sell, transfer pledge or otherwise dispose of the same without registration under the Securities Act or the Laws unless an exemption from registration is available. (6) The Notes and any Interests acquired by the undersigned upon conversion of the Notes into Interests have not and will not be registered under the Securities Act, and cannot be sold or transferred without compliance with the registration provisions of said Securities Act or compliance with exemptions, if any, available thereunder. The undersigned understands that neither the Company nor the management of the Company has any obligation or intention to register the Notes under any federal or state Securities Act or law, or to file the reports to make public the information required by Rule 144 under the Securities Act. (7) The undersigned expressly represents that: (a) he, she or it has such knowledge and experience in financial and business matters in general and in investments of the type described in the Offering Documents in particular, and that he, she or it is capable of evaluating the merits, risks and other facets of the subject investment; (b) his, her or its financial condition is such that he, she or it has no securities commission need for liquidity with respect to investment in the Notes to satisfy any existing or contemplated undertaking or indebtedness; (c) he, she or it is able to bear the economic risk of investment in the Notes for an indefinite period of time, including the risk of losing all of his, her or its investment; (d) he, she or it has either secured independent tax advice with respect to investment in the Notes, upon which he, she or it is relying, or is sufficiently familiar with the income taxation of debt instruments that he, she or it deemed such independent advice to be unnecessary; (e) he, she or it has participated in other privately placed investments and has such knowledge and experience in business and financial matters, has the capacity to protect the undersigned's interest in investments like the subject investment, and is capable of evaluating the risks, merits and other facets of the subject investment. (8) The undersigned acknowledges that management of the Company has made all available documents pertaining to the investment opportunity described in the Offering Documents available to the undersigned, including but not limited to an opportunity to review all contracts, books and records of the Company and has allowed the undersigned an opportunity to ask questions and receive answers concerning the Offering and an investment in the Notes and to verify and clarify any information contained in the Offering Documents or related documents. (9) In evaluating the suitability of an investment by the undersigned in the Notes, the undersigned, having been delivered a copy of the Offering Documents, acknowledges that he, she or it has relied solely upon the Offering Documents, documents and materials submitted therewith, and independent investigations made by the undersigned in making the decision to purchase the Notes subscribed for herein, and acknowledges that no representations or agreements (oral or written), other than those set forth in the Offering Documents, have been made to the undersigned with respect thereto. The undersigned acknowledges that the Offering Documents supersede any prior information submitted to the undersigned regarding the investment opportunity described in the Offering Documents. (10) The undersigned was not induced to invest by any form of general solicitation or general advertising including, but not limited to, the following: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar regulatory authority media or broadcast over the television or radio; and (ii) any seminar or meeting whose attendees had been invited by any general solicitation or general advertising. (11) The undersigned expressly acknowledges that: (a) the Notes (and underlying Interests) are speculative investments that involve a high degree of risk of loss of the entire investment of the undersigned; (b) no federal or state agency has reviewed or passed on upon the merits adequacy or accuracy of the Securities; (b) there is no government information set forth in the Offering Documents, or other insurance covering made any finding or determination as to the Securities; fairness for investment, or any recommendation or endorsement of the Notes as an investment; (c) there are risks associated with the purchase of the Securities; (d) there are restrictions on the Subscriber’s ability to resell the Securities and it is the responsibility transferability of the Subscriber Notes; there will be no public market for the Notes and, accordingly, it may not be possible for the undersigned to find out what those liquidate his, her or its investment in the Notes; (d) the Notes shall bear a legend describing the restrictions are on transfer; stop transfer instructions shall be noted in the appropriate records of the Company and to comply with them before selling the Securities; originally executed copy of the Subscription Agreement will be retained by the Company; and (e) any anticipated federal and/or state income tax benefits applicable to the Corporation Notes may be lost through changes in, or adverse interpretations of, existing laws and regulations. (12) The Company has advised a limited operating history upon which evaluation of the Subscriber Company and its business can be based. The Company's business must be considered in light of the risks, expenses and problems frequently encountered by companies operating in new and rapidly evolving markets such as the Internet. Specifically, such risks include the failure of the Company to anticipate and adapt to a developing market, the rejection of the Company's services and products by Internet consumers, development of equal or superior products or services by competitors, the failure of the market to adopt the Internet as a commercial medium and the inability to identify, attract, retain and motivate qualified personnel. There can be no assurance that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, Company will not be available to the Subscriber;successful in addressing such risks. (f13) The Company can give no prospectus has been filed by the Corporation with the Commissions in connection with the issuance of the Purchased Securitiesassurance that it can generate revenue growth, the issuance or that any revenue growth that is exempted from the prospectus and registration requirements of the Applicable Legislation and: (i) the Subscriber is restricted from using most of the civil remedies available under the Applicable Legislation; (ii) the Subscriber may not receive information that would otherwise achieved can be required to be provided to the Subscriber under the Applicable Legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the Applicable Legislation; and (g) the Subscriber acknowledges sustained. Revenue growth that the Securities have not been registered under the 1933 Act and Company may achieve may not be offered indicative of future operating results. If there are no increased revenues, the Company's business, results of operations and financial condition will be materially adversely affected. There can be no assurance that the Company will be able to sustain profitability. (14) The market for the Company's services and products is rapidly evolving and is characterized by an increasing number of market entrants who have or sold may introduce or develop services and products for use on the Internet. As a result, the Company's mix of services and products may undergo substantial changes as the Company reacts to competitive and other developments in the United States unless registered under overall Internet market. The Company expects that its market will become highly dependent upon the 1933 Act increased use of the Internet for information, publication, distribution and commerce. The Internet and businesses using the Internet is an unproven medium for products and services such as those of the Company. Accordingly, the Company's future operating results will depend substantially upon the increased use of the Internet by individuals and companies for information, publication, distribution and commerce, the emergence of the Internet as an effective business use medium and the securities laws of all applicable states successful implementation of the United States Company's services and products program. Moreover, critical issues concerning the commercial use of the Internet (including security, reliability, cost, ease of use, access, quality of service and acceptance of advertising) remain unresolved and may impact the growth of Internet use. If widespread commercial use of the Internet does not develop, or if the Internet does not develop as an exemption from such registration requirements effective business medium, the Company's business, results of operations and financial condition will be materially adversely affected. (15) The market for Internet services and products is availableintensely competitive. Since there are no substantial barriers to entry, the Company expects competition in these markets to intensify. Such competitors may be able to undertake more extensive marketing campaigns and make more attractive offers to potential employees, distribution partners, advertisers and content providers. Further, there can be no assurance that the Company's competitors will not develop Internet services and products that are equal or superior to those of the Company or that achieve greater market acceptance than the Company's offerings. There can be no assurance that the Company will be able to compete successfully against its current or future competitors. (16) All information that the undersigned has provided is correct and complete as of the date set forth on the subscription page hereof, and if there should be any material change in such information prior to the acceptance of his, her or its subscription for the Notes that he, she or it is purchasing, the Corporation has no obligation or present intention of filing a registration statement under the 1933 Act in respect undersigned will immediately provide such information to management of the Purchased Securities or any of the SecuritiesCompany.

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The Subscriber acknowledges that: (a) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; (b) there is no government or other insurance covering the Securities; (c) there are risks associated with the purchase of the Securities; (d) there are restrictions on the Subscriber’s ability to resell the Securities hereby represents and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities; (e) the Corporation has advised the Subscriber that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available warrants to the Subscriber; (f) no prospectus has been filed by the Corporation with the Commissions in connection with the issuance of the Purchased Securities, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation andCompany as follows: (i) the Subscriber is restricted from using most an “accredited investor,” as such term is defined in Rule 501(a) under the Securities Act, and will acquire the Shares and the shares of the civil remedies available common stock of the Company issuable upon conversion thereof (collectively, the “Vertex Securities”) for its own account and not with a view to a sale or distribution thereof as that term is used in Section 2(a)(11) of the Securities Act, in a manner which would require registration under the Applicable Legislation; (ii) Securities Act or any state securities laws. Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the Vertex Securities in violation of the Securities Act. Subscriber may not receive information has such knowledge and experience in financial and business matters that would otherwise be required to be provided to such Subscriber is capable of evaluating the merits and risks of the Vertex Securities. Subscriber under can bear the Applicable Legislation; and (iii) economic risk of the Corporation Vertex Securities, has knowledge and experience in financial business matters and is relieved from certain obligations that would otherwise apply under capable of bearing and managing the Applicable Legislation; and (g) risk of investment in the Vertex Securities. Subscriber acknowledges recognizes that the Vertex Securities have not been registered under the 1933 Act and may not be offered or sold in the United States unless registered Securities Act, nor under the 1933 Act and the securities laws of all applicable states any state and, therefore, cannot be resold unless the resale of the United States Vertex Securities is registered under the Securities Act or unless an exemption from such registration requirements is available. Subscriber has carefully considered and has, to the extent Subscriber believes such discussion necessary, discussed with its professional, legal, tax and financial advisors, the suitability of an investment in the Vertex Securities for its particular tax and financial situation and its advisers, if such advisers were deemed necessary, and has determined that its investment in the Corporation Vertex Securities is a suitable investment for it. Subscriber has no obligation not been offered the Vertex Securities by any form of general solicitation or present intention advertising, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar or meeting where, to Subscriber’s knowledge, those individuals that have attended have been invited by any such or similar means of filing general solicitation or advertising. Subscriber has had an opportunity to ask questions of and receive satisfactory answers from the Company, or any person or persons acting on behalf of the Company, concerning the terms and conditions of the Vertex Securities and the Company, and all such questions have been answered to the full satisfaction of Subscriber. The Company has not supplied Subscriber with any information regarding the Vertex Securities or an investment in the Vertex Securities other than as contained in this Agreement, and Subscriber is relying on its own investigation and evaluation of the Company and the Vertex Securities and not on any other information. (ii) Subscriber understands and acknowledges that each certificate or instrument representing Vertex Securities will be endorsed with the following legend (or a registration statement substantially similar legend), unless or until registered under the 1933 Act in respect of the Purchased Securities or any of the Securities.Act:

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The Subscriber acknowledges that: (a) no securities commission or similar regulatory authority has reviewed or passed on In order to induce the merits of the Securities; (b) there is no government or other insurance covering the Securities; (c) there are risks associated with the purchase of the Securities; (d) there are restrictions on the Subscriber’s ability Company to resell the Securities and it is the responsibility of accept this subscription, the Subscriber to find out what those restrictions are hereby represents and to comply with them before selling the Securities; (e) the Corporation has advised the Subscriber that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus warrants to, and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available to the Subscriber; (f) no prospectus has been filed by the Corporation with the Commissions in connection with the issuance of the Purchased Securitiescovenants with, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation andCompany as follows: (i) the The Subscriber is restricted from using most of the civil remedies available under the Applicable Legislation; (ii) the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under the Applicable Legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the Applicable Legislation; and (g) the Subscriber acknowledges understands that the Securities Units have not been registered under the 1933 Securities Act and may not be offered of 1933, as amended (the "Act") or sold in the United States unless registered under the 1933 Act and the securities laws of all applicable states of the United States or any state, based upon an exemption from such registration requirements for non-public offerings pursuant to Regulation D under the Act or other exemptions thereunder; (ii) The Units are and will be "restricted securities", as said term is availabledefined in Rule 144 of the Rules and Regulations promulgated under the Act; (iii) The Units may not be sold or otherwise transferred unless they have been first registered under the Act and all applicable state securities laws, or unless exemptions from such registration provisions are available with respect to said resale or transfer. (iv) The Subscriber is acquiring the Units solely for the account of the undersigned, for investment purposes only, and not with a view towards the resale or distribution thereof; (v) The Subscriber will not sell or otherwise transfer any of the Units or any Unit therein, unless and until (A) said Units shall have first been registered under the Act and all applicable state securities laws; or (B) the undersigned shall have first delivered to the Company a written opinion of counsel (which counsel and opinion shall be reasonably satisfactory to the Company) to the effect that the proposed sale or transfer is exempt from the registration provisions of the Act and all applicable state securities laws; (vi) The Subscriber is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D, as promulgated under the Act. (i) The Subscriber has received and carefully reviewed the Company's Memorandum and the Appendices attached thereto; (ii) The Subscriber has had a reasonable opportunity to ask questions and receive answers from the Company concerning the Company and the Offering, and all such questions, if any, have been answered to the full satisfaction of the Subscriber and the Subscriber has had the opportunity to receive all other relevant documents concerning the Company and the Offering; (iii) The Subscriber has such knowledge and expertise in financial and business matters that the Subscriber is capable of evaluating the merits and risks involved in an investment in the Units and acknowledges that an investment in the Units entails a number of very significant risks and funds should only be invested by persons able to withstand the total loss of their investment; (iv) Except as set forth in this Agreement, no representations or warranties have been made to the Subscriber by the Company or any agent, employee or affiliate of the Company and in entering into this transaction the Subscriber is not relying upon any information, other than that contained in the Memorandum and the results of independent investigation by the Subscriber; (v) The Subscriber understands that the Units are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Corporation has no obligation or present intention of filing a registration statement under Company is relying upon the 1933 Act in respect truth and accuracy of the Purchased Securities or any representations, warranties, agreements, acknowledgements and understandings of the SecuritiesSubscriber set forth in this Subscription Agreement and in the related investor Qualification Certificate in order to determine the applicability of such exemptions and the suitability of the Subscriber to acquire the Units, and the Subscriber acknowledges that it is solely the Subscriber's responsibility to satisfy itself as to the full observance by this Offering and the sale of the Units to Subscriber of the laws of any jurisdiction outside the United States and Subscriber has done so; and (vi) The Subscriber has full power and authority to execute and deliver this Subscription Agreement and to perform the obligations of the undersigned hereunder, and this Subscription Agreement is a legally binding obligation of the Subscriber enforceable against Subscriber in accordance with its terms. (vii) The Subscriber acknowledges that no general solicitation or general advertising (including communications published in any newspaper, magazine or other broadcast) has been received by him and that no public solicitation or advertisement with respect to the Offering of the Units.

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The In order to induce the Company to accept this subscription, the Subscriber acknowledges thathereby represents and warrants to the Company as follows: (a) no securities commission The Subscriber (i) is an “Accredited Investor” as defined in Rule 501 of Regulation D under the United States Securities Act of 1933 (the “Securities Act”); or similar regulatory authority has reviewed or passed on the merits (ii) by reason of the SecuritiesSubscriber’s business or financial experience (or the business or financial experience of the Subscriber’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly), has the capacity to protect the Subscriber’s interests in connection with the proposed purchase of Common Stock; (b) there is no government or other insurance covering the SecuritiesSUBSCRIBER HAS RECEIVED, READ CAREFULLY AND UNDERSTANDS THIS AGREEMENT AND ALL EXHIBITS AND APPENDICES HERETO AND HAS HAD AN ADEQUATE OPPORTUNITY TO CONSULT SUBSCRIBER’S OWN ATTORNEY, ACCOUNTANT OR INVESTMENT ADVISOR WITH RESPECT TO THE INVESTMENT CONTEMPLATED HEREBY AND ITS SUITABILITY FOR SUBSCRIBER; (c) there are risks associated with The Company has provided the Subscriber and his or her representative, if any, prior to the purchase of any of the SecuritiesCommon Stock, with the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the financial data and business of the Company and to obtain any additional information necessary to verify the information relative to the financial data and business of the Company, and all such questions, if asked, have been answered satisfactorily and all such documents, if examined, have been found to be fully satisfactory. The Subscriber is satisfied that he or she has received adequate information concerning all matters which he or she considers material to a decision to purchase the Common Stock; (d) there are restrictions on the Subscriber’s ability to resell the Securities Subscriber understands and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities; (e) the Corporation has advised the Subscriber acknowledges that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available to the Subscriber; (f) no prospectus has been filed by the Corporation with the Commissions in connection with the issuance of the Purchased Securities, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation and: (i) Subscriber must bear the Subscriber is restricted from using most economic risk of an investment in the civil remedies available under the Applicable Legislation; Common Stock for an indefinite period of time; (ii) the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under the Applicable Legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the Applicable Legislation; and (g) the Subscriber acknowledges that the Securities Common Stock have not been registered under the 1933 Securities Act or any State Securities Laws and are being offered and sold in reliance upon exemptions provided in the Securities Act and State Securities Laws for transactions not involving any public offering and, therefore, the Common Stock may not be offered resold or sold in the United States transferred unless they are subsequently registered under the 1933 Securities Act and the securities laws of all applicable states of the United States State Securities Laws or unless an exemption from such registration requirements is available; and (iii) Subscriber is purchasing the Common Stock, and any purchase of the Common Stock will be, for investment purposes only for Subscriber’s account and not with any view toward a distribution thereof; (e) Subscriber is aware and acknowledges that: (i) an investment in the Common Stock is speculative and involves a risk of loss of the entire investment and no assurance can be given of any income from such investment; (ii) the Company has not made and cannot make any representation or warranty as to the future operations or financial condition of the Company; (iii) any estimates of future operating results or financial forecasts of any kind with respect to the Company which may be contained in any documents or information furnished to the Subscriber may not be realized; (iv) that such estimates or forecasts are based on assumptions which may or may not occur; (vi) that no assurances can be given that the Corporation actual results of Company operations or the financial condition of the Company will conform to such estimates or forecasts and that therefore the Subscriber should not rely thereon; (vii) that the Company is a start up business and it has never shown a profit; (viii) that there is no assurance that the Company’s operations will be profitable or will produce a positive cash flow; (ix) that the Company may operate at a loss for the foreseeable future; and (x) there is no public market for, and there are substantial restrictions on the transferability of, the Common Stock and it may not be possible for Subscriber to liquidate the investment readily in case of an emergency; (f) Subscriber has adequate means of providing for all current and foreseeable needs and personal contingencies and has no obligation need for liquidity in this investment; (g) Subscriber maintains a domicile or present intention business at the address shown on the signature page of filing this Subscription Agreement, at which address Subscriber has subscribed for the Common Stock; (h) Subscriber has such knowledge and experience in financial and business matters that he, she or it is capable of evaluating the merits and risks of an investment in the Company. Subscriber has evaluated the risk of investing in the Common Stock, and has determined that the Common Stock are a registration statement under suitable investment for Subscriber. Subscriber can bear the 1933 Act in respect economic risk of the Purchased Securities or any investment and can afford a complete loss of the Securitiesinvestment. In evaluating the suitability of any investment in the Common Stock, Subscriber has not relied upon any representations or other information (whether oral or written) other than independent investigations made by Subscriber or Subscriber’s representative(s).; and (i) The information set forth on signature page of this Agreement is true and accurate to the best of the Subscriber’s knowledge and belief. Subscriber understands that the Company will rely on the accuracy and completeness of such information.

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The Subscriber ----------- -------------------------------------------- hereby represents, warrants and acknowledges to the Company that: (a) no securities commission The Purchased Shares subscribed for hereunder are being acquired for investment and not with a view to the distribution or similar regulatory authority has reviewed resale thereof, the effect of which is that such Shares must be held indefinitely unless subsequently registered under the Securities Act of 1933, as amended (the "Act"), or passed on the merits of the Securities;an exemption from such registration is available. (b) there The Subscriber is no government an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Act. The Subscriber's present and anticipated financial position permits him to purchase and hold the Purchased Shares indefinitely for investment purposes. Subscriber acknowledges that he is thoroughly familiar with the business of the Companies and has made all investigations which he deems necessary or other insurance covering desirable in connection with the Securities;acquisition of the Purchased Shares. (c) there are risks associated with the purchase of the Securities; (d) there are restrictions on the Subscriber’s ability to resell the Securities and it is the responsibility of the The Company have informed Subscriber to find out what those restrictions are and to comply with them before selling the Securities; (e) the Corporation has advised the Subscriber that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available to the Subscriber; (f) no prospectus has been filed by the Corporation with the Commissions in connection with the issuance of the Purchased Securities, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation andthat: (i) the Subscriber is restricted from using most of the civil remedies available Purchased Shares are not registered under the Applicable LegislationAct or under any applicable state securities law and must be held by him indefinitely unless they are subsequently so registered or unless an exemption from such registration is available; (ii) the Subscriber may not receive information that would otherwise be required Company is under no obligation to be provided to register the Subscriber Purchased Shares under the Applicable Legislationany circumstances; and (iii) if, at a time when registration is required, it is legally permissible for him to sell the Corporation is relieved from certain obligations that would otherwise apply under Purchased Shares privately without registration, any Securities so sold will be restricted in the Applicable Legislation; andhands of the purchaser. (gd) Subscriber will not make any sale or other transfer of the Purchased Shares in violation of the Act or any state securities laws. (e) The Purchased Shares subscribed for hereunder may be deemed a "security" within the meaning of the act of December 5, 1972 (P.L. 1280, No. 284), known as the Pennsylvania Securities Act of 1972 (the "Pa. Securities Act"), and will be issued to him on the basis of an exemption from registration afforded by Section 203(f) of the Pa. Securities Act. Section 207(m) of the Pa. Securities Act provides that "[e]ach person who accepts an offer to purchase securities exempted from registration by Section 203(f) . . . directly from an issuer . . . shall have the right to withdraw his acceptance without incurring any liability to the seller, underwriter (if any) or any other person, within two business days from the date of receipt by the issuer of his written binding contract of purchase or, in the case of a transaction in which there is no written binding contract of purchase . . . within two business days after he makes the initial payment for the securities being offered." If Subscriber acknowledges that desires to withdraw in accordance with the Securities have not been registered under foregoing, he must: (i) cause a written notice of his intention to withdraw to be received by the 1933 Act and may not be offered Companies at 000 X. Xxxxx Xxxx, Xxxx xx Xxxxxxx, XX 00000 or (ii) deliver such notice of intention to withdraw to a telegraph office or sold other message service for transmittal to the Company at the foregoing address, or (iii) deposit such notice to withdraw in the United States unless mails (either registered under or certified mail) addressed to the 1933 Act and Company at the securities laws of all applicable states of foregoing address, within two business days from the United States date this Subscription Agreement as executed by the undersigned is accepted by the Company. All telegraph, postage or an exemption from such registration requirements is availableother transmittal fees shall be paid by the undersigned. (f) The certificates representing shares subscribed for hereunder may bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, and that the Corporation has no obligation or present intention of filing a registration statement under the 1933 Act in respect of the Purchased Securities or any of the SecuritiesAS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAW. SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933, UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION) OF COUNSEL SATISFACTORY TO THE CORPORATION, SUCH REGISTRATION IS NOT REQUIRED.

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The To induce the Companies to accept this Subscription Agreement, Subscriber acknowledges hereby represents and warrants to, and agrees with, each Company that: (a) Subscriber has received a copy of the Form of Note, the Form of Warrant and this Subscription Agreement and all exhibits and supplements thereto and any amendments thereof (the “Subscription Materials”) regarding an investment in the Offered Securities, has read the Subscription Materials carefully, is fully familiar with the contents of the Subscription Materials and hereby adopts, accepts and agrees to be bound by the terms of the Subscription Materials if and when this Subscription Agreement is accepted by each Company. b) The Offered Securities were not offered to Subscriber by any means of general solicitation or general advertising. Subscriber has received no securities commission oral or similar regulatory authority written representations, warranties or communications with respect to the offering of Offered Securities other than those contained in the Subscription Materials, and, in entering into this transaction, Subscriber is not relying upon any information other than that contained in the Subscription Materials or that resulting from Subscriber’s own investigation of the Offered Securities and the Companies. Subscriber’s own investigation has reviewed included such review as Subscriber has considered necessary or passed appropriate of the Holding Company’s annual report on Form 10-K for the year ended December 31, 2007 and quarterly reports on Form 10-Q for the quarters ended March 31, 2008 and June 30, 2008, each as filed with the Securities and Exchange Commission (the “SEC”), and the Holding Company’s other filings with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since December 31, 2007 and prior to the date of Subscriber’s execution and delivery hereof (such annual report, quarterly reports and other filings, the “Company 2008 SEC Filings”). It never has been represented, guaranteed or warranted, whether express or implied, by either of the Companies, any officer, director, shareholder, partner, employee or agent of either of the Companies, any broker or dealer, or any other person that either of the Companies or Subscriber will realize any amount or type of consideration, profit or loss as a result of activities of the Companies or Subscriber’s investment in the Securities. With respect to tax and other economic considerations involved in an investment in the Securities, Subscriber is not relying on any Company. Subscriber has carefully considered and has, to the extent Subscriber believes such discussion necessary, discussed with Subscriber’s professional legal, tax, accounting and financial advisers the suitability of an investment in the Offered Securities for Subscriber’s particular tax and financial situation and has determined that the Offered Securities included in Subscriber’s offer to purchase hereunder are a suitable investment for Subscriber. Subscriber hereby acknowledges and agrees that Xxxxx, Xxxxxxxx & Xxxxx, Inc. has acted as financial advisor to the Holding Company (and not as an underwriter or placement agent for the Offered Securities) and has not acted as an advisor to, and does not represent, Subscriber. c) Subscriber has had an opportunity to ask questions of and receive answers from each Company or the representatives of each Company concerning the terms of this investment, all such questions have been answered to the full satisfaction of Subscriber, and Subscriber has had the opportunity to request and obtain any additional information Subscriber deemed necessary to verify the information contained in the Subscription Materials. d) Subscriber has the knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Securities. Subscriber recognizes that an investment in the Securities involves substantial risks, and has taken full cognizance of and understands all of the risk factors related to the purchase of Offered Securities; (b) there is no government or other insurance covering , including, but not limited to, those set forth in the Securities; (c) there are risks associated with Company 2008 SEC filings. Subscriber has determined that the purchase of the Securities; (d) there are restrictions on the Securities is consistent with Subscriber’s ability investment objectives. Subscriber is able to resell bear the economic risks of an investment in the Securities, and at the present time could afford a complete loss of such investment. e) Subscriber is acquiring the Offered Securities, and will acquire the Warrant Shares, for Subscriber’s own account, for investment purposes only, and not with a view towards the sale or other distribution thereof, in whole or in part. Subscriber will not sell, hypothecate or otherwise transfer Subscriber’s Securities except pursuant to, and in compliance with the “plan of distribution” set forth in, an effective registration statement for such Offered Securities under the Securities Act and it such state or other laws as may be applicable, or upon receipt by the Holding Company of a written opinion of counsel in form and substance reasonably acceptable to the Holding Company that such registration is not required for such sale, hypothecation or other transfer; provided, however that no such opinion shall be required in connection with (i) a transaction pursuant to Rule 144 in which Subscriber provides the responsibility Holding Company with certifications reasonably requested by the Holding Company regarding compliance with the terms and provisions of Rule 144 or (ii) a distribution of any Offered Securities to an Affiliate of Subscriber, so long as such Affiliate does not pay any consideration in connection with such distribution (other than issuance of equity interests in such Affiliate) and Subscriber provides the Holding Company with certifications reasonably requested by the Holding Company in connection therewith. Subscriber to find out what those restrictions are and to comply with them before selling the Securities; (e) the Corporation has advised the Subscriber acknowledges that the Corporation is relying Warrants contain additional restrictions and limitations on an exemption from transfer. The undersigned acknowledges that any certificate or certificates evidencing the requirements to provide Securities shall bear the Subscriber with following or a prospectus substantially similar legend and to sell securities through a person registered to sell securities under the Applicable Legislation andsuch other legends as may be required by state blue sky laws: “[THESE SECURITIES] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as a consequence of acquiring securities pursuant to this exemptionAS AMENDED, certain protectionsOR UNDER THE SECURITIES ACT OF ANY STATE. [EXCEPT AS OTHERWISE PROVIDED [IN THE SECURITIES OR ]THE SUBSCRIPTION AGREEMENT, rights and remedies provided by the Applicable LegislationTHESE SECURITIES] MAY NOT BE OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR [THESE SECURITIES] UNDER THE SECURITIES ACT OF 1933, including statutory rights of rescission or damagesAS AMENDED, will not be available to the Subscriber;AND SUCH STATE OR OTHER LAWS AS MAY BE APPLICABLE, OR RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE HOLDING COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” (f) no prospectus has been filed by the Corporation with the Commissions Subscriber understands that, in connection with the issuance of offering described in the Purchased SecuritiesSubscription Materials, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation and: (i) the Subscriber is restricted from using most of the civil remedies available under the Applicable Legislation; (ii) the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under the Applicable Legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the Applicable Legislation; and (g) the Subscriber acknowledges that the Securities have not been registered under the 1933 Act, nor under the securities laws of any state or other jurisdiction. The offering and sale of the Securities is intended to be exempt from registration under the 1933 Act and may not be offered or sold in the United States unless registered under by virtue of Section 4(2) of the 1933 Act and the provisions of Regulation D thereunder and applicable state securities laws of all applicable states laws. The Securities have not been approved or disapproved by the Securities and Exchange Commission or by any other federal or state agency, and no such agency has passed on the accuracy or adequacy of the United States Subscription Materials, nor made any finding or determination as to the fairness or suitability of an exemption from such registration requirements investment in the Securities. g) Subscriber acknowledges that, so long as the indebtedness evidenced by the Notes is available, and that deemed to be Tier 2 Capital (or the Corporation has no obligation or present intention equivalent) of filing a registration statement the Bank under the 1933 Act in respect applicable rules and regulations promulgated by the Board of Governors of the Purchased Securities Federal Reserve System (or successor thereto), the indebtedness evidenced by the Notes shall be subordinated and junior in right of payment to the Bank’s obligations to the general creditors and depositors of the Bank. h) Subscriber understands that there are restrictions on the transferability of the Securities; there may be no public market for the Securities; and it may not be possible for Subscriber to liquidate Subscriber’s investment in any of the Securities. Accordingly, Subscriber may have to hold the Securities, and bear the economic risk of this investment, indefinitely. i) Subscriber, if a natural person, has reached the age of maturity in the state or other jurisdiction in which Subscriber resides and is legally competent to execute this Subscription Agreement and to make the representations and warranties contained herein. If Subscriber is other than a natural person: (i) Subscriber is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is formed; (ii) Subscriber has all the requisite right, power, authority and capacity to enter into this Subscription Agreement and to consummate the transactions contemplated hereby; (iii) Subscriber has taken all necessary action to authorize the execution, delivery and performance of this Subscription Agreement; (iv) this Subscription Agreement shall constitute a legal, valid and binding obligation of Subscriber enforceable in accordance with its terms; and (v) Subscriber has not been organized or reorganized for the specific purpose of acquiring the Securities, unless each beneficial owner of such entity is an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Act (“Accredited Investor”) and has submitted information substantiating such qualification. j) Subscriber is an Accredited Investor, in each of the categories initialed by Subscriber in paragraph (1) below. Failure so to qualify as an Accredited Investor will disqualify Subscriber from investing in the Securities. k) The information contained in this Subscription Agreement is true, correct and complete in all respects as of the date hereof. l) Subscriber has initialed each of the following categories that describes Subscriber’s financial condition or status: ____ Initial (i) Subscriber is a director or executive officer of one or more of the Companies.

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The Subscriber acknowledges thathereby agrees with and represents and warrants to the Company as follows: (a) no securities commission or similar regulatory authority the Subscriber recognizes that the purchase of Shares involves a high degree of risk in that the Company has reviewed or passed on only recently commenced its proposed business and will require substantial funds in addition to the merits proceeds of the Securitiesthis subscription; (b) there an investment in the Company is no government or other insurance covering highly speculative and only investors who can afford the Securitiesloss of their entire investment should consider investing in the Company and the Shares; (c) there are 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 associated of an investment in the Company’s common stock and to otherwise protect its interests in connection with the purchase of the Securitiesthis transaction; (d) there are restrictions on the Subscriber’s ability to resell the Securities and it is the responsibility of 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 find out what those restrictions are and to comply with them before selling the Securitiesliquidate its investment; (e) the Corporation Subscriber hereby acknowledges that this offering of Shares by the Company has advised not been reviewed by the Subscriber United States Securities and Exchange Commission ("SEC") and that the Corporation is relying on Shares are being issued by the Company pursuant to an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies registration provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available Section 4(2) to the SubscriberUnited States Securities Act; (f) no prospectus the Subscriber has not purchased the Shares as 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 filed invited by general solicitation or general advertising; (g) the Corporation with Subscriber understands that the Commissions in connection with Shares are “restricted securities” under applicable federal securities laws and that the issuance Securities Act and the rules of the Purchased Securities, SEC provide in substance that the issuance is exempted Subscriber may dispose of the Shares only pursuant to an effective registration statement under the Securities Act or an exemption from the prospectus and registration requirements of the Applicable Legislation Securities Act; (h) If the Subscriber decides to offer, sell or otherwise transfer any 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 Securities 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 Securities 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 Securities Act or any applicable state laws and regulations governing the offer and sale of securities, and:, in the cases of (iii) and (iv), it has prior to such sale furnished to the Company an opinion of counsel reasonably satisfactory to the Company. (i) the Subscriber is restricted from using most 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 civil remedies available under the Applicable Legislationsame; (iij) the Subscriber may does not receive information that would otherwise be required have any contract, undertaking, agreement or arrangement with any person to be provided sell, transfer or grant participation to such person, or to any third person, with respect to any of the Subscriber under the Applicable LegislationShares sold hereby; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the Applicable Legislation; and (gk) the Subscriber acknowledges that the Securities have not been registered under the 1933 Act has full power and may not be offered or sold authority to enter into this Agreement which constitutes a valid and legally binding obligation, enforceable in the United States unless registered under the 1933 Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and that the Corporation has no obligation or present intention of filing a registration statement under the 1933 Act in respect of the Purchased Securities or any of the Securitiesaccordance with its terms.

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The In order to induce the Company to accept this subscription, the Subscriber acknowledges thathereby represents and warrants to the Company as follows: (a) no securities commission The Subscriber (i) is an “Accredited Investor” as defined in Rule 501 of Regulation D under the United States Securities Act of 1933 (the “Securities Act”); or similar regulatory authority has reviewed or passed on the merits (ii) by reason of the SecuritiesSubscriber’s business or financial experience (or the business or financial experience of the Subscriber’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly), has the capacity to protect the Subscriber’s interests in connection with the proposed purchase of Common Stock; (b) there is no government or other insurance covering the SecuritiesSUBSCRIBER HAS RECEIVED, READ CAREFULLY AND UNDERSTANDS THIS AGREEMENT AND ALL EXHIBITS AND APPENDICES HERETO AND HAS HAD AN ADEQUATE OPPORTUNITY TO CONSULT SUBSCRIBER’S OWN ATTORNEY, ACCOUNTANT OR INVESTMENT ADVISOR WITH RESPECT TO THE INVESTMENT CONTEMPLATED HEREBY AND ITS SUITABILITY FOR SUBSCRIBER; (c) there are risks associated with The Company has provided the Subscriber and his or her representative, if any, prior to the purchase of any of the SecuritiesCommon Stock, with the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the financial data and business of the Company and to obtain any additional information necessary to verify the information relative to the financial data and business of the Company, and all such questions, if asked, have been answered satisfactorily and all such documents, if examined, have been found to be fully satisfactory. The Subscriber is satisfied that he or she has received adequate information concerning all matters which he or she considers material to a decision to purchase the Common Stock; (d) there are restrictions on the Subscriber’s ability to resell the Securities Subscriber understands and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities; (e) the Corporation has advised the Subscriber acknowledges that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available to the Subscriber; (f) no prospectus has been filed by the Corporation with the Commissions in connection with the issuance of the Purchased Securities, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation and: (i) Subscriber must bear the Subscriber is restricted from using most economic risk of an investment in the civil remedies available under the Applicable Legislation; Common Stock for an indefinite period of time; (ii) the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under the Applicable Legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the Applicable Legislation; and (g) the Subscriber acknowledges that the Securities Common Stock have not been registered under the 1933 Act or any State Securities Laws and are being offered and sold in reliance upon exemptions provided in the Act and State Securities Laws for transactions not involving any public offering and, therefore, the Common Stock may not be offered resold or sold in the United States transferred unless they are subsequently registered under the 1933 Act and the securities laws of all applicable states of the United States State Securities Laws or unless an exemption from such registration requirements is available; and (iii) Subscriber is purchasing the Common Stock, and any purchase of the Common Stock will be, for investment purposes only for Subscriber’s account and not with any view toward a distribution thereof; (e) Subscriber is aware and acknowledges that: (i) an investment in the Common Stock is speculative and involves a risk of loss of the entire investment and no assurance can be given of any income from such investment; (ii) the Company has not made and cannot make any representation or warranty as to the future operations or financial condition of the Company; (iii) any estimates of future operating results or financial forecasts of any kind with respect to the Company which may be contained in any documents or information furnished to the Subscriber may not be realized; (iv) that such estimates or forecasts are based on assumptions which may or may not occur; (vi) that no assurances can be given that the Corporation actual results of Company operations or the financial condition of the Company will conform to such estimates or forecasts and that therefore the Subscriber should not rely thereon; (vii) that the Company is a start up business and it has never shown a profit; (viii) that there is no assurance that the Company’s operations will be profitable or will produce a positive cash flow; (ix) that the Company may operate at a loss for the foreseeable future; and (x) there is no public market for, and there are substantial restrictions on the transferability of, the Common Stock and it may not be possible for Subscriber to liquidate the investment readily in case of an emergency; (f) Subscriber has adequate means of providing for all current and foreseeable needs and personal contingencies and has no obligation need for liquidity in this investment; (g) Subscriber maintains a domicile or present intention business at the address shown on the signature page of filing this Subscription Agreement, at which address Subscriber has subscribed for the Common Stock; (h) Subscriber has such knowledge and experience in financial and business matters that he, she or it is capable of evaluating the merits and risks of an investment in the Company. Subscriber has evaluated the risk of investing in the Common Stock, and has determined that the Common Stock are a registration statement under suitable investment for Subscriber. Subscriber can bear the 1933 Act in respect economic risk of the Purchased Securities or any investment and can afford a complete loss of the Securitiesinvestment. In evaluating the suitability of any investment in the Common Stock, Subscriber has not relied upon any representations or other information (whether oral or written) other than independent investigations made by Subscriber or Subscriber’s representative(s); (i) The information set forth on signature page of this Agreement is true and accurate. Subscriber understands that the Company will rely on the accuracy and completeness of such information; and (j) Subscriber subscribes for the Common Stock for its own benefit and has no intention to resell or distribute the Common Stock.

Representations and Warranties of Subscriber. 2.1 5.1 Acknowledgements concerning offering The Subscriber acknowledges that: (a) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; (b) there is no government or other insurance covering the Securities; (c) there are risks associated with the purchase of the Securities; (d) there are restrictions on the Subscriber’s ability to resell the Securities and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities; (e) the Corporation has advised the Subscriber that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available to the Subscriber; (f) no prospectus has been filed by the Corporation with the Commissions in connection with the issuance of the Purchased Securities, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation and: (i) the Subscriber is restricted from using most of the civil remedies available under the Applicable Legislation; (ii) the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under the Applicable Legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the Applicable Legislation; and; (g) the Subscriber acknowledges that the Securities have not been registered under the 1933 Act and may not be offered or sold in the United States unless registered under the 1933 Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and that the Corporation has no obligation or present intention of filing a registration statement under the 1933 Act in respect of the Purchased Securities or any of the Securities; and (h) The Subscriber acknowledges that the Corporation is required to file a report of trade with all applicable Regulatory Authorities containing personal information about Subscribers and, if applicable, any Disclosed Principal of the Securities. This report of trade will include the full name, residential address and telephone number of each Subscriber or Disclosed Principal, the number and type of Securities purchased, the total purchase price paid for such Securities, the date of the Closing and the prospectus exemption relied upon under applicable securities laws to complete such purchase. In Ontario, this information is collected indirectly by the Ontario Securities Commission under the authority granted to it under, and for the purposes of the administration and enforcement of, the securities legislation in Ontario. Any Subscriber may contact the Administrative Support Clerk at the OSC at Sxxxx 0000, Xxx 00, 20 Xxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx X0X 0X0 or by telephone at (000) 000-0000 for more information regarding the indirect collection of such information by the Ontario Securities Commission. By completing this Agreement, the Subscriber authorizes the indirect collection of the information described in this section by all applicable Regulatory Authorities and consents to the disclose of such information to the public through the filing of a report of trade with all applicable Regulatory Authorities.

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The Subscriber acknowledges thatrepresents and warrants to the Company as follows: (a) no securities commission or similar regulatory authority has reviewed or passed on Subscriber is an "accredited investor" as defined by Rule 501 under the Securities Act of 1933, as amended (the "ACT"), and Subscriber is capable of evaluating the merits and risks of Subscriber's investment in the Securities;Company and has the capacity to protect Subscriber's own interests. (b) there Subscriber understands that the Securities are not presently registered, but Subscriber is no government or other insurance covering entitled to certain rights with respect to the Securities;registration of the Common Stock underlying the Securities (see Section 5 below). (c) Subscriber acknowledges and understands that the Securities are being purchased for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing the Securities made in full compliance with all applicable provisions of the Act, the rules and regulations promulgated by the Securities and Exchange Commission ("SEC") thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investment. (d) Subscriber acknowledges that the Securities must be held indefinitely unless subsequently registered under the Act or unless an exemption from such registration is available. Subscriber is aware of the provisions of Rule 144 promulgated under the Act which permit limited resale of common stock purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the common stock, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being effected through a "broker's transaction" or in transactions directly with a "market maker" and the number of shares of common stock being sold during any three-month period not exceeding specified limitations. (e) Subscriber acknowledges that Subscriber has had the opportunity to ask questions of, and receive answers from the Company or any person acting on its behalf concerning the Company and its business and to obtain any additional information, to the extent possessed by the Company (or to the extent it could have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of the information received by Subscriber. In connection therewith, Subscriber acknowledges that Subscriber has had the opportunity to discuss the Company's business, management and financial affairs with the Company's management or any person acting on its behalf. Subscriber has received and reviewed the Memorandum, and all the information, both written and oral, that it desires. Without limiting the generality of the foregoing, Subscriber has been furnished with or has had the opportunity to acquire, and to review, (i) copies of all of the Company's publicly available documents, including but not limited to, those attached to the Memorandum, and (ii) all information, both written and oral, that it desires with respect to the Company's business, management, financial affairs and prospects. In determining whether to make this investment, Subscriber has relied solely on Subscriber's own knowledge and understanding of the Company and its business based upon Subscriber's own due diligence investigations and the information furnished pursuant to this paragraph. Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this paragraph and Subscriber has not relied on any other representations or information. (f) Subscriber has all requisite legal and other power and authority to execute and deliver this Subscription Agreement and to carry out and perform Subscriber's obligations under the terms of this Subscription Agreement. This Subscription Agreement constitutes a valid and legally binding obligation of Subscriber, enforceable in accordance with its terms, and subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other general principals of equity, whether such enforcement is considered in a proceeding in equity or law. (g) Subscriber has carefully considered and has discussed with the Subscriber's professional legal, tax, accounting and financial advisors, to the extent the Subscriber has deemed necessary, the suitability of this investment and the transactions contemplated by this Subscription Agreement for the Subscriber's particular federal, state, local and foreign tax and financial situation and has determined that this investment and the transactions contemplated by this Subscription Agreement are a suitable investment for the Subscriber. Subscriber relies solely on such advisors and not on any statements or representations of the Company or any of its agents. Subscriber understands that Subscriber (and not the Company) shall be responsible for Subscriber's own tax liability that may arise as a result of this investment or the transactions contemplated by this Subscription Agreement. (h) This Subscription Agreement does not contain any untrue statement of a material fact concerning Subscriber. (i) There are no actions, suits, proceedings or investigations pending against Subscriber or Subscriber's properties before any court or governmental agency (nor, to Subscriber's knowledge, is there any threat thereof) which would impair in any way Subscriber's ability to enter into and fully perform Subscriber's commitments and obligations under this Subscription Agreement or the transactions contemplated hereby. (j) The execution, delivery and performance of and compliance with this Subscription Agreement, and the issuance of the Securities will not result in any material violation of, or conflict with, or constitute a material default under, any of Subscriber's articles of incorporation or bylaws, if applicable, or any of Subscriber's material agreements nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Subscriber or the Securities. (k) Subscriber acknowledges that the Securities are risks associated with speculative and involve a high degree of risk and that Subscriber can bear the economic risk of the purchase of the Securities;, including a total loss of his/her/its investment. (dl) there Subscriber acknowledges that he/she/it has carefully reviewed and considered the risk factors discussed in the "Risk Factors" section of the Memorandum. (m) Subscriber recognizes that no federal, state or foreign agency has recommended or endorsed the purchase of the Securities. (n) Subscriber is aware that the Securities are restrictions on and will be, when issued, "restricted securities" as that term is defined in Rule 144 of the Subscriber’s ability to resell general rules and regulations under the Act. (o) Subscriber understands that any and all certificates representing the Securities and it is any and all securities issued in replacement thereof or in exchange therefor shall bear the responsibility following legend or one substantially similar thereto, which Subscriber has read and understands: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE." (p) In addition, the certificates representing the Securities, and any and all securities issued in replacement thereof or in exchange therefor, shall bear such legend as may be required by the securities laws of the jurisdiction in which Subscriber resides. (q) Because of the restrictions imposed on resale, Subscriber understands that the Company shall have the right to find out what those restrictions are note stop-transfer instructions in its stock transfer records, and Subscriber has been informed of the Company's intention to do so. Any sales, transfers, or any other dispositions of the Securities by Subscriber, if any, will be in compliance with the Act. (r) Subscriber acknowledges that Subscriber has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision. (s) Subscriber represents that (i) Subscriber is able to bear the economic risks of an investment in the Securities and to comply afford the complete loss of the investment; and (ii) (A) Subscriber could be reasonably assumed to have the capacity to protect his/her/its own interests in connection with them before selling this subscription; or (B) Subscriber has a pre-existing personal or business relationship with either the Company or any affiliate thereof of such duration and nature as would enable a reasonably prudent purchaser to be aware of the character, business acumen and general business and financial circumstances of the Company or such affiliate and is otherwise personally qualified to evaluate and assess the risks, nature and other aspects of this subscription. (t) Subscriber further represents that the address set forth below is his/her principal residence (or, if Subscriber is a company, partnership or other entity, the address of its principal place of business); that Subscriber is purchasing the Securities for Subscriber's own account and not, in whole or in part, for the account of any other person; Subscriber is purchasing the Securities for investment and not with a view to resale or distribution; and that Subscriber has not formed any entity for the purpose of purchasing the Securities;. (eu) the Corporation has advised the Subscriber understands that the Corporation Company shall have the unconditional right to accept or reject this subscription, in whole or in part, for any reason or without a specific reason, in the sole and absolute discretion of the Company (even after receipt and clearance of Subscriber's funds). This Subscription Agreement is relying on not binding upon the Company until accepted by an exemption from authorized officer of the requirements to provide Company. In the Subscriber with a prospectus and to sell securities through a person registered to sell securities under event that the Applicable Legislation andsubscription is rejected, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission then Subscriber's subscription funds will be returned without interest thereon or damages, will not be available to the Subscriber;deduction therefrom. (fv) no prospectus Subscriber has not been filed by the Corporation furnished with the Commissions any oral representation or oral information in connection with the issuance offering of the Purchased SecuritiesSecurities that is not contained in the Memorandum and this Subscription Agreement. (w) Subscriber represents that Subscriber is not subscribing for Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over the issuance is exempted from Internet, television or radio or presented at any seminar or meeting. (x) Subscriber has carefully read this Subscription Agreement and the prospectus Memorandum, and registration requirements Subscriber has accurately completed the Purchaser Questionnaire which accompanies this Subscription Agreement. (y) No representations or warranties have been made to Subscriber by the Company, or any officer, employee, agent, affiliate or subsidiary of the Applicable Legislation and: (i) Company, other than the representations of the Company contained herein, and in subscribing for the Securities the Subscriber is restricted from using most of not relying upon any representations other than those contained in the civil remedies available under the Applicable Legislation;Memorandum or in this Subscription Agreement. (iiz) the Subscriber may not receive information that would otherwise be required to be provided represents and warrants, to the Subscriber under best of its knowledge, that other than the Applicable Legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the Applicable Legislation; and (g) the Subscriber acknowledges that the Securities have not been registered under the 1933 Act and may not be offered Placement Agent, no finder, broker, agent, financial advisor or sold in the United States unless registered under the 1933 Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is availableother intermediary, and that the Corporation has no obligation or present intention of filing a registration statement under the 1933 Act in respect of the Purchased Securities nor any purchaser representative or any of broker-dealer acting as a broker, is entitled to any compensation in connection with the Securitiestransactions contemplated by this Subscription Agreement.

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The Subscriber acknowledges thathereby acknowledges, represents, warrants and agrees as follows: (a) no None of the Securities are registered under the Securities Act of 1933, as amended (the “Act”) or any state securities laws. The Subscriber understands that the Offering and sale of the Securities is intended to be exempt from registration under the Act, based, in part, upon the representations, warranties and agreements contained in this Agreement. (b) Neither the Securities and Exchange Commission nor any state securities commission or similar regulatory authority has reviewed approved the Securities offered or passed on upon or endorsed the merits of the Securities; (b) there is no government or other insurance covering the Securities;Offering. (c) there The Subscriber is acquiring the Securities solely for its own account for investment and not with a view to resale or “distribution” within the meaning of the Act. (d) The Subscriber must bear the economic risk of the investment in the Securities until such time as the Subscriber disposes of the Securities consistent with the terms of the Operating Agreement. The Subscriber understands that no public market now exists for the Securities, the Company has made no assurances that a public market will ever exist for the Securities and that the Operating Agreement provides only for limited opportunities to liquidate an investment in the Company. (e) The Subscriber meets the requirements of at least one of the suitability standards for an “Accredited Investor.” (f) The Subscriber acknowledges that the information pertaining to the proposed investment in the Securities has been made available for inspection by it, its attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”). (g) The Subscriber or its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Offering of the Securities and the business and financial condition of the Company, and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors. (h) In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation or other information (oral or written) other than as contained in answers to questions so furnished to the Subscriber or its Advisors by the Company. The Subscriber acknowledges that the Company is not making any representations concerning the Securities or the advisability of an investment therein except as contained in this Agreement. (i) The Subscriber has such knowledge and experience in financial, tax, and business matters so as to enable it to utilize the information made available to it in connection with the Offering of the Securities to evaluate the merits and risks of an investment in the Securities and to make an informed investment decision with respect thereto. (j) The Subscriber is not relying on the Company respecting the tax, legal and other economic considerations of an investment in the Securities, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors. (k) The Subscriber has adequate means of providing for the Subscriber’s current needs and foreseeable personal contingencies and has no need for the Subscriber’s investment in the Securities to be liquid. (l) The Subscriber is aware that an investment in the Securities involves a number of significant risks, including, without limitation, the risk of loss of its entire investment in the Company. (m) The Subscriber has significant prior investment experience, including investment in non-listed and non-registered securities. The Subscriber is knowledgeable about investment considerations in unregistered and restricted securities. The Subscriber has a sufficient net worth to sustain a loss of its entire investment in the Company in the event such a loss should occur. The Subscriber’s overall commitment to investments which are risks associated with not readily marketable is not excessive in view of its net worth and financial circumstances and the purchase of the Securities;Securities will not cause such commitment to become excessive. The investment is a suitable one for the Subscriber. (dn) there are restrictions on The Subscriber is a resident of the Subscriber’s ability state of its address as disclosed in this Agreement. (o) The Subscriber is not subject to resell any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii) under the Securities Act of 1933. If this representation and it is the responsibility of warranty becomes inaccurate, incomplete or changes in any way, the Subscriber agrees that it shall advise the Company to find out what those restrictions are that effect and to comply with them before selling the Securities;shall furnish any information that may be appropriate as a result of (ep) The Subscriber represents to the Corporation has advised the Subscriber Company that the Corporation information contained herein is relying on complete and accurate and may be relied upon by the Company in determining the availability of an exemption from the requirements to provide the Subscriber with a prospectus registration under Federal and to sell state securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available to the Subscriber; (f) no prospectus has been filed by the Corporation with the Commissions laws in connection with the Offering of the Securities. The Subscriber further represents and warrants that it will notify the Company immediately upon the occurrence of any material change therein occurring prior to the Company’s issuance of the Purchased Securities, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation and: (i) the Subscriber is restricted from using most of the civil remedies available under the Applicable Legislation; (ii) the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under the Applicable Legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the Applicable Legislation; and (g) the Subscriber acknowledges that the Securities have not been registered under the 1933 Act and may not be offered or sold contained in the United States unless registered under the 1933 Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and that the Corporation has no obligation or present intention of filing a registration statement under the 1933 Act in respect of the Purchased Securities or any of the Securities.

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The Subscriber acknowledges thatrepresents and warrants as follows: (a) no securities commission or similar regulatory authority (i) Subscriber is an “accredited investor” as defined by Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”), as evidenced by the Accredited Investor Status Checklist (attached hereto as Exhibit A) and has reviewed or passed such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of Subscriber’s investment in the Securities, of making an informed investment decision with respect thereto, and has the ability and capacity to protect Subscriber’s interests. Subscriber shall submit to the Company such further assurances of accredited status as may reasonably be requested by the Company. (ii) Subscriber understands that the Company and the Sponsor are relying on the merits accuracy of these representations and warranties and understands the significance of Subscriber’s representations and warranties to the Company and Sponsor that Subscriber is an accredited investor. By executing this Agreement, Subscriber agrees to notify the Company of any material changes affecting Subscriber’s status prior to the Company’s acceptance of the Securities;subscription. (b) there Subscriber understands that the Securities are not presently registered and the Company and Sponsor have no obligation to register the Securities or assist Subscriber in obtaining an exemption from registration except as described in the registration statement relating to the IPO (“Registration Statement”). Subscriber understands that the Private Placement Warrants will not be registered under the Securities Act on the ground that the issuance of the Private Placement Warrants is no government exempt under either Section 4(a)(2) of the Securities Act or other insurance covering Regulation D promulgated under the Securities;Securities Act as a transaction by an issuer not involving any public offering and that, in the view of the Securities and Exchange Commission (the “SEC”), the statutory basis for the exemption claimed would not be present if any of the representations and warranties of Subscriber contained in this Agreement are untrue or, notwithstanding Subscriber’s representations and warranties, Subscriber currently contemplates acquiring any of the Securities for resale. (c) Subscriber is purchasing and acquiring the Securities for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing the Securities made in full compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the SEC thereunder, and applicable state securities laws; and Subscriber understands that an investment in the Securities is not a liquid investment. (d) Subscriber acknowledges that there exists no public market for the Securities, that no such public market may develop in the future, the Securities, when sold or issued, will be “restricted securities” and as a result, Subscriber acknowledges that the Securities may be required to be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available. Subscriber is aware of the provisions of Rule 144 promulgated under the Securities Act which permit resales of securities purchased in a private placement subject to certain limitations and to the satisfaction of certain conditions provided for thereunder, including, among other things, the existence of a public market for the securities, the availability of certain current public information about the company issuing the securities, the resale occurring not less than six months after a party has purchased and paid for the security to be sold, the sale being effected through a “broker’s transaction” or in transactions directly with a “market maker” and the number of securities being sold during any three-month period not exceeding specified limitations. Subscriber further acknowledges that the Securities will be subject to certain lock-up restrictions, as described in this Agreement, and may only be transferred pursuant to the terms of such lock-up. Subscriber also acknowledges that Rule 144 is not available for the resale of securities initially issued by shell companies or issuers that have been at any time previously a shell company and that Rule 144 will provide an exception to this prohibition only if (i) the Company has then ceased to be a shell company; (ii) the Company is then subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”); (iii) the Company has then filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the Company was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the Company filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. (e) Subscriber acknowledges that Subscriber has had the opportunity to ask questions of, and receive answers from the Company or any authorized person acting on its behalf concerning the Company’s proposed business plan and to obtain any additional information, to the extent possessed by the Company (or to the extent it could have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of the information received by Subscriber. In connection therewith, Subscriber acknowledges that Subscriber has had the opportunity to discuss the Company’s proposed business, management and financial affairs with the Company’s management or any authorized person acting on its behalf. Subscriber has received and reviewed all the information concerning the Securities and the Company’s business, management, financial affairs, prospects and risks, both written and oral, that Subscriber desires. In determining whether to make this investment, Subscriber has relied solely on (i) Subscriber’s own knowledge and understanding of the Company and its proposed business based upon Subscriber’s own due diligence investigations and the information furnished pursuant to this paragraph, (ii) the information described in subparagraph 2(g) below and (iii) the representations and warranties of the Company and the Sponsor made to Subscriber in this Agreement. (f) Subscriber has all requisite legal and other power and authority to execute and deliver this Agreement and to carry out and perform Subscriber’s obligations under the terms of this Agreement. This Agreement constitutes a valid and legally binding obligation of Subscriber, enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other general principals of equity, whether such enforcement is considered in a proceeding in equity or law. (g) Subscriber has carefully considered and has discussed with Subscriber’s legal, tax, accounting and financial advisors, to the extent Subscriber has deemed necessary, the suitability of this investment and the transactions contemplated by this Agreement for Subscriber’s particular federal, state, local and foreign tax and financial situation and has independently determined that this investment and the transactions contemplated by this Agreement are risks associated a suitable investment for Subscriber. Subscriber has relied solely on such advisors and not on any statements or representations of the Sponsor, the Company or any of its agents. Subscriber understands that Subscriber (and not the Company or the Sponsor) shall be responsible for Subscriber’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. (h) There are no actions, suits, proceedings or investigations pending against Subscriber or Subscriber’s assets before any court or governmental agency (nor, to Subscriber’s knowledge, is there any threat thereof) which would impair in any way Subscriber’s ability to enter into and fully perform Subscriber’s commitments and obligations under this Agreement or the transactions contemplated hereby. (i) The execution, delivery and performance of and compliance with this Agreement and the sale and issuance of the Securities will not result in any violation of, or conflict with, or constitute a default under, any of Subscriber’s articles of incorporation, by-laws, operating agreement, partnership agreement, or trust agreement, if applicable, or any agreement to which Subscriber is a party or by which it is bound. (j) Subscriber acknowledges that an investment in the Securities is speculative and involves a high degree of risk and that Subscriber can bear the economic risk of the purchase of the Securities;, including a total loss of its investment. Subscriber acknowledges and understands and agrees that in the event the Company is unable to consummate an initial merger, stock exchange, asset acquisition or other similar business combination (the “Business Combination”) within a certain period of time following the closing of the IPO, then Subscriber may lose its entire investment. (dk) there are restrictions on Subscriber understands that other investors in the Subscriber’s ability Company, including officers and directors of the Company, may receive better terms than those being offered to resell Subscriber hereby. (l) Subscriber recognizes that no federal, state or foreign agency has reviewed, recommended or endorsed the purchase of the Securities or any facts or circumstances related thereto. (m) Subscriber is aware that (i) the Company will have no operations and it no commitments for any additional capital that may be needed in the future and (ii) the Company will be a shell company. Subscriber has experience in evaluating the risks of investing in early stage development companies and blank check companies. (n) Subscriber represents that Subscriber is not purchasing or acquiring the responsibility Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over the Internet, television or radio or presented at any seminar or meeting or any public announcement or filing of or by the Company or any of its affiliates, agents or representatives. (o) Subscriber has carefully read each of the Subscriber to find out what those restrictions are terms and to comply with them before selling the Securities;provisions of this Agreement. (ep) No representations or warranties have been made to Subscriber by the Corporation Company, Sponsor or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company and Sponsor contained herein, and in subscribing for the Private Placement Warrants, Subscriber is not relying upon any representations other than those contained in this Agreement. Subscriber has advised not been furnished with any oral representation or oral information in connection with or in any way relating to the Private Placement or the proposed business or prospects of the Company. (q) Subscriber that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus represents and to sell securities through a person registered to sell securities under the Applicable Legislation andwarrants it has not engaged any finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a consequence of acquiring securities pursuant broker, that is entitled to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available to the Subscriber; (f) no prospectus has been filed by the Corporation with the Commissions any compensation in connection with the issuance of transactions contemplated by this Agreement. (r) Subscriber acknowledges that if the Purchased SecuritiesCompany does not complete an initial Business Combination within the required time period, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation and: (i) the Subscriber is restricted from using most proceeds of the civil remedies available under sale of the Applicable Legislation; Private Placement Warrants will be used to fund the redemption of its public shares and (ii) that there will be no liquidating distributions from the Subscriber may not receive information that would otherwise be required to be provided Company’s trust account with respect to the Subscriber under Securities held by the Applicable Legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the Applicable Legislation; and (g) the Subscriber acknowledges that the Securities have not been registered under the 1933 Act and may not be offered or sold in the United States unless registered under the 1933 Act Sponsor, and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and that the Corporation has no obligation or present intention of filing a registration statement under the 1933 Act in respect of the Purchased Securities or any of the SecuritiesPrivate Placement Warrants will expire worthless.

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The Subscriber acknowledges thatrepresents and warrants to the Company as follows: (a) no securities commission or similar regulatory authority has reviewed or passed on Subscriber is an "accredited investor" as defined by Rule 501 under the Securities Act of 1933, as amended (the "Act"), and Subscriber is capable of evaluating the merits and risks of Subscriber's investment in the Securities;Company and has the capacity to protect Subscriber's own interests. (b) there Subscriber understands that the Securities are not presently registered, but Subscriber is no government or other insurance covering entitled to certain rights with respect to the Securities;registration of the Units (see Section 5 below). (c) Subscriber acknowledges and understands that the Securities are being purchased for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing the Securities made in full compliance with all applicable provisions of the Act, the rules and regulations promulgated by the Securities and Exchange Commission ("SEC") thereunder, and applicable state securities laws; and that an investment in the Securities is not a liquid investment. (d) Subscriber acknowledges that the Securities must be held indefinitely unless subsequently registered under the Act or unless an exemption from such registration is available. Subscriber is aware of the provisions of Rule 144 promulgated under the Act which permit limited resale of common stock purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the common stock, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being effected through a "broker's transaction" or in transactions directly with a "market maker" and the number of shares of common stock being sold during any three-month period not exceeding specified limitations. (e) Subscriber acknowledges that Subscriber has had the opportunity to ask questions of, and receive answers from the Company or any person acting on its behalf concerning the Company and its business and to obtain any additional information, to the extent possessed by the Company (or to the extent it could have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of the information received by Subscriber. In connection therewith, Subscriber acknowledges that Subscriber has had the opportunity to discuss the Company's business, management and financial affairs with the Company's management or any person acting on its behalf. Subscriber has received and reviewed the Memorandum, and all the information, both written and oral, that it desires. Without limiting the generality of the foregoing, Subscriber has been furnished with or has had the opportunity to acquire, and to review, (i) copies of all of the Company's publicly available documents, including but not limited to, those attached to the Memorandum, and (ii) all information, both written and oral, that it desires with respect to the Company's business, management, financial affairs and prospects. In determining whether to make this investment, Subscriber has relied solely on Subscriber's own knowledge and understanding of the Company and its business based upon Subscriber's own due diligence investigations and the information furnished pursuant to this paragraph. Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this paragraph and Subscriber has not relied on any other representations or information. (f) Subscriber has all requisite legal and other power and authority to execute and deliver this Subscription Agreement and to carry out and perform Subscriber's obligations under the terms of this Subscription Agreement. This Subscription Agreement constitutes a valid and legally binding obligation of Subscriber, enforceable in accordance with its terms, and subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other general principals of equity, whether such enforcement is considered in a proceeding in equity or law. (g) Subscriber has carefully considered and has discussed with the Subscriber's professional legal, tax, accounting and financial advisors, to the extent the Subscriber has deemed necessary, the suitability of this investment and the transactions contemplated by this Subscription Agreement for the Subscriber's particular federal, state, local and foreign tax and financial situation and has determined that this investment and the transactions contemplated by this Subscription Agreement are a suitable investment for the Subscriber. Subscriber relies solely on such advisors and not on any statements or representations of the Company or any of its agents. Subscriber understands that Subscriber (and not the Company) shall be responsible for Subscriber's own tax liability that may arise as a result of this investment or the transactions contemplated by this Subscription Agreement. (h) This Subscription Agreement does not contain any untrue statement of a material fact concerning Subscriber. (i) There are no actions, suits, proceedings or investigations pending against Subscriber or Subscriber's properties before any court or governmental agency (nor, to Subscriber's knowledge, is there any threat thereof) which would impair in any way Subscriber's ability to enter into and fully perform Subscriber's commitments and obligations under this Subscription Agreement or the transactions contemplated hereby. (j) The execution, delivery and performance of and compliance with this Subscription Agreement, and the issuance of the Securities will not result in any material violation of, or conflict with, or constitute a material default under, any of Subscriber's articles of incorporation or bylaws, if applicable, or any of Subscriber's material agreements nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of Subscriber or the Securities. (k) Subscriber acknowledges that the Securities are risks associated with speculative and involve a high degree of risk and that Subscriber can bear the economic risk of the purchase of the Securities;, including a total loss of his/her/its investment. (dl) there Subscriber acknowledges that he/she/it has carefully reviewed and considered the risk factors discussed in the "Risk Factors" section of the Memorandum. (m) Subscriber recognizes that no federal, state or foreign agency has recommended or endorsed the purchase of the Securities. (n) Subscriber is aware that the Securities are restrictions on and will be, when issued, "restricted securities" as that term is defined in Rule 144 of the Subscriber’s ability to resell general rules and regulations under the Act. (o) Subscriber understands that any and all certificates representing the Securities and it is any and all securities issued in replacement thereof or in exchange therefor shall bear the responsibility following legend or one substantially similar thereto, which Subscriber has read and understands: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE." (p) In addition, the certificates representing the Securities, and any and all securities issued in replacement thereof or in exchange therefor, shall bear such legend as may be required by the securities laws of the jurisdiction in which Subscriber resides. (q) Because of the restrictions imposed on resale, Subscriber understands that the Company shall have the right to find out what those restrictions are note stop-transfer instructions in its stock transfer records, and Subscriber has been informed of the Company's intention to do so. Any sales, transfers, or any other dispositions of the Securities by Subscriber, if any, will be in compliance with the Act. (r) Subscriber acknowledges that Subscriber has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision. (s) Subscriber represents that (i) Subscriber is able to bear the economic risks of an investment in the Securities and to comply afford the complete loss of the investment; and (ii) (A) Subscriber could be reasonably assumed to have the capacity to protect his/her/its own interests in connection with them before selling this subscription; or (B) Subscriber has a pre-existing personal or business relationship with either the Company or any affiliate thereof of such duration and nature as would enable a reasonably prudent purchaser to be aware of the character, business acumen and general business and financial circumstances of the Company or such affiliate and is otherwise personally qualified to evaluate and assess the risks, nature and other aspects of this subscription. (t) Subscriber further represents that the address set forth below is his/her principal residence (or, if Subscriber is a company, partnership or other entity, the address of its principal place of business); that Subscriber is purchasing the Securities for Subscriber's own account and not, in whole or in part, for the account of any other person; Subscriber is purchasing the Securities for investment and not with a view to resale or distribution; and that Subscriber has not formed any entity for the purpose of purchasing the Securities;. (eu) the Corporation has advised the Subscriber understands that the Corporation Company shall have the unconditional right to accept or reject this subscription, in whole or in part, for any reason or without a specific reason, in the sole and absolute discretion of the Company (even after receipt and clearance of Subscriber's funds). This Subscription Agreement is relying on not binding upon the Company until accepted by an exemption from authorized officer of the requirements to provide Company. In the Subscriber with a prospectus and to sell securities through a person registered to sell securities under event that the Applicable Legislation andsubscription is rejected, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission then Subscriber's subscription funds will be returned without interest thereon or damages, will not be available to the Subscriber;deduction therefrom. (fv) no prospectus Subscriber has not been filed by the Corporation furnished with the Commissions any oral representation or oral information in connection with the issuance offering of the Purchased SecuritiesSecurities that is not contained in the Memorandum and this Subscription Agreement. (w) Subscriber represents that Subscriber is not subscribing for Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over the issuance is exempted from Internet, television or radio or presented at any seminar or meeting. (x) Subscriber has carefully read this Subscription Agreement and the prospectus Memorandum, and registration requirements Subscriber has accurately completed the Purchaser Questionnaire which accompanies this Subscription Agreement. (y) No representations or warranties have been made to Subscriber by the Company, or any officer, employee, agent, affiliate or subsidiary of the Applicable Legislation and: (i) Company, other than the representations of the Company contained herein, and in subscribing for the Securities the Subscriber is restricted from using most of not relying upon any representations other than those contained in the civil remedies available under the Applicable Legislation;Memorandum or in this Subscription Agreement. (iiz) the Subscriber may not receive information that would otherwise be required to be provided represents and warrants, to the Subscriber under best of its knowledge, that other than the Applicable Legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the Applicable Legislation; and (g) the Subscriber acknowledges that the Securities have not been registered under the 1933 Act and may not be offered Placement Agent, no finder, broker, agent, financial advisor or sold in the United States unless registered under the 1933 Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is availableother intermediary, and that the Corporation has no obligation or present intention of filing a registration statement under the 1933 Act in respect of the Purchased Securities nor any purchaser representative or any of broker-dealer acting as a broker, is entitled to any compensation in connection with the Securitiestransactions contemplated by this Subscription Agreement.

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The Subscriber acknowledges hereby represents and warrants to the Company that: (a) no securities commission or similar regulatory authority Subscriber has received and carefully reviewed or passed on the merits a copy of the SecuritiesProspectus; understands and has evaluated the risks of a purchase of the Units, including the risks set forth in the Prospectus under "Risk Factors;" and understands that because the Company is a blank check company, the offering of Units is subject to and is being conducted in accordance with the requirements of Rule 419 of the Securities Act of 1993, as set forth in the Prospectus under "Offering Subject to Rule 419 of the Securities Act" and "Plan of Distribution." (b) there is no government Subscriber understands that Rule 419 requires that the funds representing the Subscription Price and the certificates representing the Units purchased by Subscriber hereunder will be deposited and held in the Escrow Account and shall be released only at the times and upon the terms and conditions described in the Prospectus; that Subscriber will not have access to the escrowed funds or other insurance covering escrowed securities during an escrow period that may extend for up to 18 months after the Securities;date of the Prospectus; that during the escrow period, Subscriber will not have the right to transfer the escrowed securities except by will or pursuant to the laws of intestacy, a qualified domestic relations order as defined by the Internal Revenue Code of 1986 as amended, or Title I of the Employee Retirement Income Security Act ("ERISA"); and that if Subscriber exercises the Warrants during the escrow period, the exercise price paid and the shares purchased will be deposited and held in the Escrow Account, Subscriber will not have access to the escrowed funds or warrant shares during the escrow period nor will Subscriber have the right to transfer the warrant shares during the escrow period except as described in the preceding clause, and the funds representing the exercise price and the certificates representing the warrant shares shall be released only at the times and upon the terms and conditions described in the Prospectus. (c) there are risks associated with the purchase of the Securities; (d) there are restrictions on the Subscriber’s ability to resell the Securities and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities; (e) the Corporation has advised the Subscriber that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available to the Subscriber; (f) no prospectus has been filed by the Corporation with the Commissions in connection with the issuance of the Purchased Securities, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation and: (i) the Subscriber is restricted from using most of the civil remedies available under the Applicable Legislation; (ii) the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under the Applicable Legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the Applicable Legislation; and (g) the Subscriber acknowledges that the Securities have not been registered under the 1933 Act and may not be offered or sold in the United States unless registered under the 1933 Act and the securities laws of all applicable states a resident of the United States or an exemption one of its possessions or territories; Subscriber is not acquiring the Units for the account or benefit of any person who is a resident of the United States or one of its possessions or territories; and Subscriber is a resident of the jurisdiction indicated below (the "International Jurisdiction"): (i) Subscriber is a natural person and is a resident of _______; or [ ] (ii) Subscriber is a corporation or partnership which (A) was organized or incorporated under the laws of ___________; (B) was not formed by a resident of the United States or one of its possessions or territories; (C) has no agency or branch located in the United States; and (D) is not acquiring the Units for the account or benefit of any person who is a resident of the United States or one of its possessions or territories. (d) Subscriber is aware of, or has been independently advised with respect to, the applicable securities laws of the International Jurisdiction, if any, which would pertain to this subscription. (e) Subscriber is purchasing the Units pursuant to exemptions from such the prospectus and/or registration requirements is available, and that the Corporation has no obligation or present intention of filing a registration statement under the 1933 Act in respect applicable securities laws of the Purchased Securities International Jurisdiction, or any Subscriber is permitted to purchase the Units under the applicable securities laws of the SecuritiesInternational Jurisdiction without the need to rely on any such exemptions. (f) The applicable securities laws of the International Jurisdiction, if any, do not require the Company to make any filings or seek any approvals of any kind whatsoever from any regulatory authority in the International Jurisdiction. (g) Subscriber will, if requested by the Company, deliver to the Company a certificate or opinion of local counsel from the International Jurisdiction which confirms the matters referred to in subparagraphs (d) and (e) above to the reasonable satisfaction of the Company.

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The Subscriber acknowledges thathereby represents and warrants to the Company that as of the date hereof: (a) The Securities to be acquired hereunder is being acquired for Subscriber’s own account and not as a nominee or agent for the benefit of any other Person, and Subscriber has no securities commission present intention of distributing, reselling or similar regulatory authority has reviewed or passed on the merits of hypothecating the Securities;. The Subscriber was not formed for the sole or primary purpose of acquiring the Securities. (b) there is no government or other insurance covering the Securities; (c) there are risks associated with the purchase of the Securities; (d) there are restrictions on the Subscriber’s ability to resell the Securities and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities; (e) the Corporation has advised the Subscriber that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available to the Subscriber; (f) no prospectus has been filed by the Corporation with the Commissions in connection with the issuance of the Purchased Securities, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation and: (i) the Subscriber is restricted from using most of the civil remedies available under the Applicable Legislation; (ii) the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under the Applicable Legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the Applicable Legislation; and (g) the Subscriber acknowledges understands that the Securities have not been registered under the 1933 Securities Act of 1933, as amended (the “Act”), or under the laws of any other jurisdiction, and may that the Company does not contemplate such registration and is under no obligation to so register the Securities. Subscriber also understands that the Securities must be offered or sold in the United States held indefinitely unless they are subsequently registered under the 1933 Act and the and/or other applicable securities laws of all applicable states of the United States or an exemption from such registration requirements is available. Even if an exemption is available, the assignability and transferability of the Securities will be governed this Subscription Agreement, which imposes restrictions on Transfer. Subscriber further understands that legends stating that the Securities have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Securities will be placed on all documents evidencing the Securities and agrees that stop-order instructions prohibiting the Transfer of the Securities may be issued and filed by the Company on the Company’s records as a means of preventing the sale or disposition of the Securities otherwise than in accordance with the this Subscription Agreement. As a condition to any disposition of the Securities, the Company may require that the proposed transferee provide the Company with written representations substantially the same as those made by Subscriber in this Subscription Agreement and that the proposed transferee will agree to comply with the provisions of the Subscription Agreement. (c) Subscriber acknowledges that: (i) The Company has no operating history; (ii) No federal or state agency has passed upon the Securities or made any finding or determination as to the fairness of this investment; (iii) Except as expressly provided in Section 3(e), Subscriber is not entitled to cancel, terminate or revoke this Subscription Agreement or any of the powers conferred herein, and this Subscription Agreement shall survive Subscriber’s bankruptcy, dissolution or termination; (iv) The Company is relying on the representations, warranties, covenants and agreements contained in this Subscription Agreement in determining compliance with exemptions from registration under applicable federal and state securities laws; and (v) The offering and sale of the Securities have not been and will not be registered under the Act and are being made in reliance upon federal and state exceptions for transactions not involving a public offering. In furtherance thereof, Subscriber represents and warrants that it is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Act and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of the proposed investment in the Company and is able to bear the economic risk of such investment for an indefinite period of time, including a complete loss of capital; (d) Subscriber has carefully reviewed and understands the risks of, and other considerations relating to, a purchase of the Securities; (e) In connection with Subscriber’s investment in the Company, Subscriber has had available and will continue to have available so long as Subscriber is an investor in the Company, the advice of Subscriber’s own investment advisers, counsel and/or accountants. (f) In considering its investment in the Company, Subscriber and Subscriber’s Investment Advisers have been furnished with any materials relating to the Company, and the offering of the Securities that Subscriber and the Investment Advisers have requested and have been afforded the opportunity to ask questions of representatives of the Company concerning the terms and conditions of the offering and an investment in the Company; (g) Representatives of the Company have answered all inquiries that Subscriber has put to them concerning the Company or any matters relating to the creation of the Company, and the terms and conditions of the offering and sale of the Securities; (h) Subscriber has not been furnished any offering literature or, other information, other than written information furnished or made available to Subscriber by the Company or its respective representatives as described in Section 4(f), and, in considering its investment in the Company, Subscriber has not relied on any statements or representations made by, or other information, written or oral, furnished by, the Company or any of its respective members, officers, employees, representatives or agents (other than the representations, warranties, covenants and agreements set forth in this Subscription Agreement), whether used in evaluating the suitability of an investment in the Company or otherwise; (i) Subscriber has no need for liquidity in this investment; (j) All the information that Subscriber has supplied to the Company concerning Subscriber’s financial and business experience and with respect to Subscriber’s net worth and current income is true and accurate in all material respects, in each case, as of the date indicated on such information; (k) The address listed beneath Subscriber’s name on the signature page hereof is Subscriber’s domicile or principal place of business, and the only jurisdiction in which an offer to sell the Securities was made to Subscriber; (l) Subscriber is not relying on the provisions of sections 3(c)(1) or 3(c)(7) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) to exclude itself from the definition of “investment company” thereunder; (m) Subscriber is not (i) an “investment company” or an entity “controlled” by an “investment company” registered under (and as defined in) the Investment Company Act, (ii) a business development company” (as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”)), or (iii) a foreign investment company that is not required to register as an “investment company” under the Investment Company Act pursuant to Section 7(d) thereof; (n) Subscriber, if a company or entity is a company/entity duly formed, validly existing and in good standing under the laws of the state of incorporation or formation, and has the legal authority and power to own, operate or lease its assets and properties; (o) Subscriber has all requisite power and authority to execute and deliver this Subscription Agreement, to perform its obligations under this Subscription Agreement and to consummate the transactions contemplated by this Subscription Agreement. Subscriber has taken all necessary action to authorize the execution, delivery and performance of this Subscription Agreement and the consummation of the transactions contemplated hereby. This Subscription Agreement has been duly and validly executed and delivered by Subscriber by a duly authorized Person who has authority to bind Subscriber. Assuming the due authorization, execution and delivery of this Subscription Agreement by the Company, this Subscription Agreement constitutes the legal, valid and binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and general principles of equity; (p) None of the execution, delivery or performance by Subscriber of this Subscription Agreement, nor the consummation of the transactions contemplated hereby, will (i) conflict with any of the organizational or governing documents of Subscriber; (ii) conflict with, result in a breach of, accelerate any obligation under, or give rise to a right of termination, modification or cancellation of, any agreement or instrument to which Subscriber is a party or by which any of its assets or properties is bound or affected; or (iii) conflict with or violate any judgment, decree, order, statute or other provision of law applicable to Subscriber; (q) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority or other third party is required on the part of Subscriber in connection with its execution, delivery or performance of this Subscription Agreement, except for those already obtained; and (r) No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon any arrangement made by Subscriber. (s) Subscriber understands that no public market now exists for any securities issued by the Company, and that the Corporation Company has made no obligation or present intention of filing assurances that a registration statement under public market for the 1933 Act in respect of the Purchased Securities or any of the Securitiessecurities will ever exist.

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The Subscriber acknowledges undersigned hereby represents and warrants to the Company (knowing that the Company will be relying on these matters to determine the undersigned’s suitability as an investor and the availability of securities law exemptions) that: 3.1 The undersigned has received the Executive Summary. Additionally, the Company has afforded the undersigned or the undersigned’s representative access to and ample opportunity to obtain other information regarding the Company. The undersigned has not relied on any oral representations of any kind. 3.2 Immediately prior to the undersigned’s execution of this Agreement, the undersigned had such knowledge and experience in financial and business matters (including experience with investments of a similar nature), that the undersigned was capable of evaluating the merits and risks of an investment in the Shares. 3.3 The Shares for which the undersigned hereby subscribes are being, and will be, acquired solely for the undersigned’s own account for investment only and not with a view to or for any resale or distribution thereof or with any present intention of distributing or selling all or any part of such securities. The undersigned agrees that the Shares may not be transferred except upon registration under any applicable securities laws, or upon receipt by the Company of evidence in form and substance reasonably satisfactory to the Company, to the effect that such transfer may be made without registration under applicable securities laws. 3.4 The undersigned recognizes that the purchase of the Shares is a speculative investment that involves a high degree of risk, including but not limited to those risks referred to in the Executive Summary, And is suitable only for persons with the financial capability of making a holding long-term investments not readily reducible to cash. 3.5 The undersigned, if not an individual investor, is empowered and duly authorized to enter into this Agreement under its governing document, trust instrument, pension plan, charter, certificate of incorporation, by-law provision and the like. 3.6 The undersigned is purchasing the Shares pursuant to an exemption from certain requirements of applicable securities legislation and, as a consequence: (a) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; (b) there is no government or other insurance covering the Securities; (c) there are risks associated with the purchase of the Securities; (d) there are restrictions on the Subscriber’s ability to resell the Securities and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities; (e) the Corporation has advised the Subscriber that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not undersigned may be available to the Subscriber; (f) no prospectus has been filed by the Corporation with the Commissions in connection with the issuance of the Purchased Securities, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation and: (i) the Subscriber is restricted from using most of the civil remedies available under the Applicable Legislationapplicable securities legislation; (iib) the Subscriber may undersigned will not receive information a prospectus that would otherwise be required to be provided to the Subscriber under the Applicable Legislationhim, her or it; and (iiic) the Corporation Company is relieved from certain obligations that would otherwise apply under such securities legislation; 3.7 The Shares will be subject to the Applicable Legislationfollowing resale or transfer restrictions: (a) the Shares will be subject to resale restrictions under applicable securities laws including a requirement to hold the Shares for an indefinite period of time; (b) the undersigned will not be able to resell, assign or otherwise dispose of the Shares unless they are subsequently distributed under a prospectus or in compliance with all applicable resale restrictions; (c) the Company may be required to legend the certificates representing the Shares regarding these and any other restrictions on resale; and (gd) the Subscriber acknowledges that Company is under no obligation to qualify the Securities have not been registered under the 1933 Act and may not be offered or sold in the United States unless registered under the 1933 Act and the securities laws of all applicable states resale of the United States Shares under a prospectus, or an assist the undersigned in complying with any exemption from such registration requirements is available, and that the Corporation has no obligation prospectus requirement or present intention of filing a registration statement resale restrictions set out under applicable securities legislation; 3.8 The undersigned qualifies to purchase the 1933 Act in respect Shares under one of the Purchased Securities following exemptions: (a) the undersigned is: (i) a director, officer, employee or any control person of the SecuritiesCompany; (ii) a spouse, parent, grandparent, brother, sister or child of a director, senior officer or control person of the Company; (iii) a close personal friend of a director, senior officer or control person of the Company; (iv) a close business associate of a director, senior officer or control person of the Company; (v) a spouse, parent grandparent, brother, sister or child of the selling security holder, if any; (vi) an “accredited investor” as defined in Multilateral Instrument 45-103; (vii) a person or company that is wholly-owned by any combination of persons or companies described in subparagraphs (i) to (vi) above; or (viii) a person or company that is not the public. 3.9 The type of ownership in which the undersigned is applying to purchase Shares is as follows: ___ INDIVIDUAL OWNERSHIP (One signature required) ___ JOINT TENANTS (Both parties must sign) ___ TRUST (Please include name of trustee, date trust was formed and a copy of the Trust Agreement or other authorization) ___ CORPORATION (please include Certified Corporate Resolution authorizing signature) ___ PARTNERSHIP (Please include a copy of the Statement of Partnership or Partnership Agreement authorizing signature) ___ OTHER (Describe) ____________________________________________________________

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The Subscriber acknowledges that: (a) no securities commission or similar regulatory authority In order to induce the Company to accept Subscriber’s subscription, Subscriber further represents and warrants to the Company, its “Affiliates” (as defined in the Act), Company counsel, and their respective agents and representatives as follows: 1. SUBSCRIBER HAS READ THE SUBSCRIPTION DOCUMENTS AND HAS EXAMINED THE RISK FACTORS SET FORTH IN THE COMPANY’S SEC FILINGS, AND UNDERSTANDS THE SPECULATIVE NATURE OF AND SUBSTANTIAL RISK INVOLVED IN THE INVESTMENT IN THE COMPANY. 2. If Subscriber has reviewed or passed on the merits chosen to do so, Subscriber has been represented by such legal and tax counsel and other professionals, each of the Securities; (b) there is no government or other insurance covering the Securities; (c) there are risks associated with whom has been personally selected by Subscriber, as Subscriber has found necessary to consult concerning the purchase of the Securities; (d) there are restrictions on the Units, and such representation has included an examination of all applicable documents and SEC Filings and an analysis of all tax, financial, and securities law aspects thereof deemed to be necessary. Subscriber, together with Subscriber’s ability counsel, Subscriber’s advisors, and such other persons, if any, with whom Subscriber has found it necessary or advisable to resell consult, have sufficient knowledge and experience in business and financial matters to evaluate the Securities information set forth in the Subscription Documents and it is the responsibility risks of the Subscriber to find out what those restrictions are investment and to comply make an informed investment decision with them before selling respect thereto. Further, Subscriber has been given the Securities;opportunity for a reasonable time period prior to the date hereof to ask questions of, and receive answers from, the Company or its representatives concerning the terms and conditions of the Offering and other matters pertaining to this investment and has been given the opportunity for a reasonable time period prior to the date hereof to verify the accuracy of the Company’s information. (e) 3. With respect to the Corporation United States federal, state and foreign tax aspects of Subscriber’s investment, Subscriber is relying solely upon the advice of Subscriber’s own tax advisors, and/or upon Subscriber’s own knowledge with respect thereto. 4. Subscriber has advised not relied, and will not rely upon, any information with respect to this Offering other than the information contained in the Subscription Documents. 5. Subscriber understands that no person has been authorized to make representations or to give any information or literature with respect to this Offering that is inconsistent with the information that is set forth in the Subscription Documents. 6. Subscriber understands that, other than as provided in the Subscription Documents, no covenants, representations, or warranties have been authorized by or will be binding upon the Company, with regard to this Subscription Agreement, the performance of the Company or any expectation of investment returns, including any representations, warranties or agreements contained or made in any written document or oral communication received from or had with the Company, its Affiliates, Company counsel or any of their respective representatives or agents. Subscriber has not relied upon any information or representation that may be or has been made or given except as permitted under this paragraph 4(a). 7. Subscriber understands that the Corporation Offering has not yet been registered under the Act, or pursuant to the provisions of the securities or other laws of any other applicable jurisdictions, but is relying on an being made in reliance upon the provisions of Section 4(2) of the Act, Regulation D and the other rules and regulations promulgated under the Act, and/or upon such other exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available to the Subscriber; (f) no prospectus has been filed by the Corporation with the Commissions in connection with the issuance of the Purchased Securities, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation and: (i) Act as may be available with respect to any or all of the investments in securities to be made hereunder. Subscriber is restricted from using most fully aware that the Units subscribed for by Subscriber are to be sold to Subscriber in reliance upon such safe harbor based upon Subscriber’s representations, warranties, and agreements as set forth herein and in the Investor Questionnaire. Subscriber is fully aware of the civil remedies available under restrictions on sale, transferability and assignment of the Applicable Legislation; Units (ii) including the shares of Common Stock and the Warrants that comprise the Units, and the shares of Common Stock issuable upon exercise of such Warrants), and that Subscriber may not receive information that would otherwise be required to be provided to must bear the Subscriber under economic risk of Subscriber’s investment herein for an indefinite period of time because the Applicable Legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the Applicable Legislation; and (g) the Subscriber acknowledges that the Securities have Offering has not been registered under the 1933 Act and may and, therefore, the securities cannot be offered or sold in the United States unless such offer is subsequently registered under the 1933 Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is availableavailable to Subscriber. The Subscriber represents, warrants and agrees that Subscriber will not sell or otherwise transfer the Units (including the shares of Common Stock and the Warrant that comprise the Units, and the shares of Common Stock issuable upon exercise of such Warrant) without registration under the Act or an exemption therefrom. The Subscriber is aware that the Common Stock and Warrant comprising the Units are “restricted securities” as such term is defined in Rule 144 promulgated under the Act (“Rule 144”), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. 8. Subscriber is an “accredited investor” (as defined in Rule 501 of Regulation D promulgated under the Act) as indicated on the Investor Questionnaire attached hereto. 9. Subscriber has no present intention to sell, distribute, pledge, assign, or otherwise transfer the Units (including the shares of Common Stock and the Warrant that comprise the Units, and the shares of Common Stock issuable upon exercise of such Warrant), which Subscriber acquires pursuant to this Offering. Subscriber is making the investment hereunder solely for Subscriber’s own account and not for the account of others and for investment purposes only and not with a view to or for the transfer, assignment, resale or distribution thereof, in whole or in part. Subscriber has no present plans to enter into any such contract, undertaking, agreement, or arrangement. 10. Subscriber agrees that Subscriber will not cancel, terminate or revoke this Subscription Agreement, which has been executed by Subscriber, and that this Subscription Agreement shall survive any sale, assignment or other transfer of control over, or of all or substantially all of Subscriber’s assets or business and Subscriber’s bankruptcy, except as otherwise provided pursuant to the Corporation laws of any applicable jurisdiction. 11. Subscriber has substantial investment experience and is familiar with investments of the type contemplated by this Subscription Agreement. Subscriber is aware that purchase of the Units is a speculative investment involving a high degree of risk and there is no guarantee that Subscriber will realize any gain from Subscriber’s investment or realize any tax benefits therefrom and Subscriber is further aware that Subscriber may lose all or a substantial part of Subscriber’s investment. Subscriber understands that there are substantial restrictions on the transferability of, and there is no existing public market for, the Units (including the shares of Common Stock and the Warrants and the shares of Common Stock issuable upon exercise of such Warrants that are included in the Units) and it may not be possible to liquidate an investment in the Units (including the shares of Common Stock and the Warrant that comprise the Units, and the shares of Common Stock issuable upon exercise of such Warrant). Subscriber affirms that Subscriber acknowledges that this investment is highly speculative, involves a high degree of risk and, accordingly, Subscriber can afford to lose its entire investment. 12. The address set forth herein is Subscriber’s true and correct address and Subscriber has no obligation or present intention of filing becoming a registration statement under the 1933 Act in respect resident of any other country, state, or jurisdiction prior to, or after, Subscriber’s purchase of the Purchased Securities or any Units. 13. Subscriber understands the meaning and legal consequences of the Securitiesforegoing representations and warranties, which are true and correct as of the date hereof and will be true and correct as of the Closing Date. Each such representation and warranty shall survive the Subscriber’s purchase of the Units subscribed for herein. 14. Subscriber acknowledges and agrees that it shall not be a defense to a suit for damages for any misrepresentation or breach of covenant or warranty made by Subscriber that the Company, its Affiliates, the Company’s counsel and their respective agents or representatives knew or had reason to know that any such covenant, representation or warranty in this Subscription Agreement or furnished or to be furnished to the Company by Subscriber contained untrue statements. The foregoing shall survive any investigation of Subscriber’s representations and warranties in this Subscription Agreement made by the Company, its Affiliates, the Company’s counsel and their respective agents or representatives. 15. No representation or warranty that Subscriber has made in this Subscription Agreement, the Investor Questionnaire or in any writing furnished or to be furnished pursuant to this Subscription Agreement, contains or shall contain any untrue statement of fact, or omits or shall omit to state any fact which is required to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading. 16. Subscriber has full right, power, and authority to execute and deliver this Subscription Agreement and to perform Subscriber’s obligations hereunder and all necessary consents have been obtained. This Subscription Agreement has been duly authorized, executed and delivered by or on behalf of Subscriber and is a valid, binding and enforceable obligation of Subscriber, enforceable against Subscriber in accordance with its terms subject to bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting creditors’ rights generally and to general equity principles. 17. The execution and delivery of this Subscription Agreement by Subscriber will not result in any violation of, or be in conflict with, or result in the default of, any term of any material agreement or instrument to which Subscriber is a party or by which Subscriber is bound, or of any law or governmental order, rule or regulation which is applicable to Subscriber. 18. All negotiations relative to this Agreement and the transactions contemplated hereby have been carried out by Subscriber directly with the Company without the intervention of any person or entity in such manner as to give rise to any claim by any person or entity against Subscriber or the Company for a finder’s fee, brokerage commission or similar payment. To the extent Subscriber becomes aware of an additional claim to such fees, commission or payments, other than to a placement agent retained by the Company, Subscriber shall promptly provide the Company with notice of such claim. To the extent any person or entity claims to be entitled to a finder’s fee, brokerage commission, or similar payment in connection with the transactions contemplated hereby, Subscriber shall be liable for all such fees and expenses related thereto to the extent any such claims relate to acts or omissions of Subscriber or to this transaction. In the event a payment is payable by the Company to any broker, finder, agent or other person, other than to a placement agent retained by the Company, in connection with Subscriber’s investment in the Company, such payment shall be deducted from the amount paid by Subscriber in connection with this Agreement. 19. Subscriber is unaware of, is in no way relying on, and did not become aware of the offering of the Units through or as a result of, any form of general solicitation or general advertising.

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The Subscriber acknowledges thathereby represents and warrants to the Company as of the date hereof and the relevant Closing Date as follows: (a) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; (b) there is no government or other insurance covering the Securities; (c) there are risks associated with 2.1 The Subscriber understands, acknowledges and agrees that the purchase of the Securities; (d) there are restrictions on the Subscriber’s ability to resell the Securities and it is the responsibility involves a high degree of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities; (e) the Corporation has advised the Subscriber that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation andrisk including, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will but not be available to the Subscriber; (f) no prospectus has been filed by the Corporation with the Commissions in connection with the issuance of the Purchased Securitieslimited to, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation and: following: (i) an investment in the Subscriber Company is restricted from using most highly speculative, and only investors who can afford the loss of their entire investment should consider investing in the civil remedies available under Company and the Applicable Legislation; Securities; (ii) the Subscriber may not receive be able to liquidate its investment; (iii) transferability of the Securities is extremely limited; (iv) in the event of a sale, transfer, assignment, shorting, hedging, or other “put equivalent position” or other disposition of the Securities, the Subscriber could sustain the loss of substantially all of its investment; and (v) since the Company has been a publicly traded company, the Company has not paid any dividends on its Common Stock and does not anticipate the payment of dividends in the foreseeable future. 2.2 The Subscriber is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, as indicated by the Subscriber’s responses to the questions contained in the Confidential Investor Questionnaire, which are true and correct as of the date hereof and shall be true and correct as of the relevant Closing Date, and that the Subscriber is able to bear the economic risk of an investment in the Company. If the Subscriber is a natural person, the Subscriber has reached the age of majority in the state or other jurisdiction in which the Subscriber resides, has adequate means of providing for the Subscriber’s current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Securities for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment. 2.3 The Subscriber understands, acknowledges and agrees that: (i) the Subscriber is knowledgeable, sophisticated and has experience in making, and is qualified to make, decisions with respect to investments representing an investment decision like that involved in the purchase of the Securities and has prior investment experience, including investments in securities which are non-listed, unregistered and/or not traded on the New York Stock Exchange, AMEX, the Nasdaq National Market or Capital Market or any other national stock exchange; (ii) the investment in the Securities is of a highly speculative nature and involves a significant degree of risk, that the market price of the Common Stock has been and continues to be volatile and that Subscriber has carefully evaluated the risks of an investment in the Securities; and (iii) the Subscriber is able to bear the economic risk of an investment in the Securities and the potential loss of such investment, which risk the Subscriber hereby assumes. 2.4 The Subscriber has received and carefully reviewed this Agreement, the Company’s Confidential Offering Memorandum dated November 30, 2005 (together with all exhibits, appendices, supplements or amendments thereto, and any documents which may have been made available upon request as reflected therein, the “Memorandum”), including the following documents filed by the Company with the Securities and Exchange Commission (the “SEC”, and such documents, the “SEC Filings”) and included as exhibits to the Memorandum: SEC Form 424B3 filed on September 1, 2005; SEC Form 10-Q for the quarter ended September 30, 2005; and any future filings that the Company makes with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), until the relevant Closing Date. For purposes of this representation, the parties agree that any information that would that Company subsequently files with the SEC that is incorporated by reference into any SEC Report will automatically update and supersede any previous information that is part of the Memorandum. The Subscriber further represents that the Subscriber has been furnished by the Company during the course of this transaction with all information regarding the Company which the Subscriber, its investment advisor, attorney and/or accountant has requested or desired to know or which is otherwise be required relevant to be an investment decision, has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the Offering, and has received any additional information which the Subscriber or its advisors or agents has requested. (a) The Subscriber has relied solely upon the information provided by the Company in making the decision to invest in the Securities. The Subscriber is familiar with and understands the terms of the Offering, including the rights to which the Subscriber is entitled under this Agreement. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation or other information (whether oral or written) from the Company, or any agent, employee or Affiliate of the Company other than as set forth in the Memorandum, in this Agreement or resulting from the Subscriber’s own independent investigation. The Subscriber understands and acknowledges that nothing in this Agreement, the Memorandum or any other materials provided to the Subscriber in connection with the subscription for the Securities or sale of the Securities constitutes investment, tax or legal advice. To the extent deemed necessary or advisable by the Subscriber in its sole discretion, the Subscriber has retained, at its sole expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and its purchase of the Securities hereunder. (b) No Securities were offered or sold to the Subscriber by means of any form of general solicitation or general advertising, and in connection therewith the Subscriber did not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference to which the Subscriber was invited by any general solicitation or general advertising. 2.6 The Subscriber, either by reason of the Subscriber’s business or financial experience or the business or financial experience of the Subscriber’s professional advisors, has the capacity to protect the Subscriber’s own interests in connection with the transaction contemplated hereby. 2.7 The Subscriber understands, acknowledges and agrees that the Offering has not been reviewed, recommended or endorsed by the SEC or any state securities regulatory authority or other governmental body or agency, since the Offering is intended to be exempt from the registration requirements of Section 5 of the Securities Act pursuant to Regulation D promulgated under the Applicable Legislation; and (iii) Securities Act. The Subscriber shall not sell or otherwise transfer the Corporation Securities unless such transfer is relieved from certain obligations that would otherwise apply registered under the Applicable Legislation; andSecurities Act or unless an exemption from such registration is available. The Subscriber understands that if required by the laws or regulations or any applicable jurisdictions, the Offering contemplated hereby will be submitted to the appropriate authorities of such state(s) for registration or exemption therefrom. (g) the 2.8 The Subscriber understands, acknowledges and agrees that the Securities have not been registered under the 1933 Securities Act in reliance upon a claimed exemption under the provisions of the Securities Act which depends, in part, upon the Subscriber’s investment intention and may the truth and accuracy of, and Subscriber’s compliance with, the representations, warranties, acknowledgments and covenants of Subscriber set forth herein. In this connection, the Subscriber hereby represents that the representations, warranties, acknowledgments and covenants of Subscriber set forth herein are true and correct, the Subscriber will comply with the covenants set forth herein, and the Subscriber is purchasing the Securities for the Subscriber’s own account for investment purposes only and not with a view toward the resale or distribution to others and has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Securities to any other Person (as defined in Article 5) in violation of the Securities Act. The Subscriber, if an entity, also represents that it was not formed for the purpose of purchasing the Securities. The Subscriber has no current plans to effect a “change of control” of the Company, as such term is understood in Rule 13d-1 of the Exchange Act. 2.9 The Subscriber understands that the Securities will not be offered registered or sold available for sale in the United States unless public markets except as specifically provided herein, and Rule 144 promulgated under the Securities Act (“Rule 144”) requires, among other conditions, a one-year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offering (and a two-year holding period for unlimited sales by non-Affiliates of the Company) without having to satisfy the registration requirements under the Securities Act. The Subscriber understands and hereby acknowledges that the Company is under no obligation to register any of the Securities under the Securities Act or any state securities or “blue sky” laws or assist the Subscriber in obtaining an exemption from various registration requirements, other than as set forth in Article 5 herein. 2.10 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities substantially as set forth below, that such Securities have not been registered under the 1933 Securities Act or any state securities or “blue sky” laws and setting forth or referring to the securities laws of all applicable states of the United States or an exemption from such registration requirements restrictions on transferability and sale thereof contained in this Agreement. The Subscriber is available, and aware that the Corporation has no obligation or present intention of filing Company will make a registration statement under notation in its appropriate records with respect to the 1933 Act in respect of restrictions on the Purchased Securities or any transferability of the Securities. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The Subscriber acknowledges hereby represents and warrants to the Company that: (a) no securities commission or similar regulatory authority Subscriber has received and carefully reviewed or passed on the merits a copy of the SecuritiesProspectus; understands and has evaluated the risks of a purchase of the Units, including the risks set forth in the Prospectus under "Risk Factors;" and understands that because the Company is a blank check company, the offering of Units is subject to and is being conducted in accordance with the requirements of Rule 419 of the Securities Act of 1993, as set forth in the Prospectus under "Offering Subject to Rule 419 of the Securities Act" and "Plan of Distribution." (b) there is no government Subscriber understands that Rule 419 requires that the funds representing the Subscription Price and the certificates representing the Units purchased by Subscriber hereunder will be deposited and held in the Escrow Account and shall be released only at the times and upon the terms and conditions described in the Prospectus; that Subscriber will not have access to the escrowed funds or other insurance covering escrowed securities during an escrow period that may extend for up to 18 months after the Securities; (c) there are risks associated with the purchase date of the Securities; (d) there are restrictions on Prospectus; that during the Subscriber’s ability escrow period, Subscriber will not have the right to resell transfer the Securities and it is escrowed securities except by will or pursuant to the responsibility laws of intestacy, a qualified domestic relations order as defined by the Internal Revenue Code of 1986 as amended, or Title I of the Employee Retirement Income Security Act ("ERISA"); and that if Subscriber to find out what those restrictions are exercises the Warrants during the escrow period, the exercise price paid and to comply with them before selling the Securities; (e) shares purchased will be deposited and held in the Corporation has advised the Escrow Account, Subscriber that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available have access to the Subscriber; (f) no prospectus has been filed by escrowed funds or warrant shares during the Corporation with escrow period nor will Subscriber have the Commissions in connection with right to transfer the issuance of warrant shares during the Purchased Securities, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation and: (i) the Subscriber is restricted from using most of the civil remedies available under the Applicable Legislation; (ii) the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under the Applicable Legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the Applicable Legislation; and (g) the Subscriber acknowledges that the Securities have not been registered under the 1933 Act and may not be offered or sold escrow period except as described in the United States unless registered under the 1933 Act preceding clause, and the securities laws of all applicable states of funds representing the United States or an exemption from such registration requirements is available, exercise price and that the Corporation has no obligation or present intention of filing a registration statement under certificates representing the 1933 Act warrant shares shall be released only at the times and upon the terms and conditions described in respect of the Purchased Securities or any of the SecuritiesProspectus.

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering Subscriber hereby represents and warrants to the Company as follows: A. The Subscriber acknowledges that: is an "accredited investor" (aas defined on EXHIBIT D hereto) no securities commission or similar regulatory authority has reviewed or passed and is domiciled in the state indicated on the merits signature page hereto. B. The Securities hereby subscribed for are being acquired by Subscriber as the ultimate owner, in good faith, for Subscriber's own account, not as a conduit, underwriter, nominee or agent for other beneficial or subsequent owners, and not with a view to the resale or distribution of any part thereof; Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same and has no contract, undertaking, agreement or arrangement with any person to transfer, encumber, or grant participations to any person, with respect to any of the Securities; (b) there is no government or other insurance covering the Securities; (c) there are risks associated with . The Subscriber warrants that any funds which may be tendered for the purchase of Securities will not represent funds borrowed by the Securities; (d) there are restrictions on Subscriber from any person or lending institution except to the Subscriber’s ability to resell extent that the Subscriber has a source for repaying such funds other than from the sale of the Securities subscribed, and it is the responsibility that such Securities have not been pledged or otherwise hypothecated for any such borrowing. C. Subscriber has received and carefully reviewed a copy of the Subscriber to find out what those restrictions are Offering Memo and to comply agrees that it, along with them before selling all information regarding the Securities; (e) the Corporation has advised the Subscriber Company that is publicly available, supersedes any offering memos or other materials that the Corporation is relying on an exemption from the requirements Company previously provided to provide the Subscriber, if any. D. Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available to the Subscriber; (f) no prospectus acknowledges that he has been filed by the Corporation with the Commissions in connection with the issuance of the Purchased Securities, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation and: (i) the Subscriber is restricted from using most of the civil remedies available under the Applicable Legislation; (ii) the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under the Applicable Legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the Applicable Legislation; and (g) the Subscriber acknowledges advised that the Securities have not been registered under the 1933 Act Act, as amended, or under the provision of any state securities laws, on the grounds that the offer and may sale of the Securities is exempt from registration under the provisions of those Statutes as not be offered or sold involving any public offering. E. Subscriber acknowledges that the Subscriber has had the reasonable opportunity to ask questions and receive answers concerning the offering of the Securities and to obtain additional information necessary to verify the accuracy of the information furnished in the United States unless registered under the 1933 Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and that the Corporation has no obligation or present intention of filing a registration statement under the 1933 Act in respect of the Purchased Securities or any of the SecuritiesOffering Memo.

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The Subscriber acknowledges that: (a) no securities commission or similar regulatory authority In order to induce the Company to accept Subscriber’s subscription, Subscriber further represents and warrants to the Company, its Affiliates, as defined in the Securities Act of 1933 (the “Securities Act”), and counsel to the Company (the “Company’s Counsel”), and their respective agents and representatives as follows: 1. SUBSCRIBER HAS READ THE PRIVATE OFFERING MEMORANDUM AND EXAMINED THE RISK FACTORS SET FORTH THEREIN, AND UNDERSTANDS THE SPECULATIVE NATURE OF AND SUBSTANTIAL RISK INVOLVED IN INVESTMENT IN THE COMPANY. 2. If Subscriber has reviewed or passed on the merits chosen to do so, Subscriber has been represented by such legal and tax counsel and other professionals, each of the Securities; (b) there is no government or other insurance covering the Securities; (c) there are risks associated with whom has been personally selected by Subscriber, as Subscriber has found necessary to consult concerning the purchase of the Securities; (d) there are restrictions on the Units, and such representation has included an examination of all applicable documents and an analysis of all tax, financial, and securities law aspects thereof deemed to be necessary. Subscriber, together with Subscriber’s ability counsel, Subscriber’s advisors, and such other persons, if any, with whom Subscriber has found it necessary or advisable to resell consult, have sufficient knowledge and experience in business and financial matters to evaluate the Securities information set forth in this Subscription Agreement and in the Offering Material and the risks of the investment and to make an informed investment decision with respect thereto. Further, Subscriber has been given the opportunity for a reasonable time period prior to the date hereof to ask questions of, and receive answers from, the Company or its representatives concerning the terms and conditions of the Offering and other matters pertaining to this investment and has been given the opportunity for a reasonable time period prior to the date hereof to verify the accuracy of the Company’s information. 3. With respect to the United States federal, state and foreign tax aspects of Subscriber’s investment, Subscriber is relying solely upon the advice of Subscriber’s own tax advisors, and/or upon Subscriber’s own knowledge with respect thereto. 4. Subscriber has not relied, and will not rely upon, any information with respect to this offering other than the information contained herein and in the Offering Material. 5. Subscriber understands that no person has been authorized to make representations or to give any information or literature with respect to this offering that is inconsistent with the information that is set forth herein and in the Offering Material. 6. Subscriber understands that, other than as provided herein and in the Offering Materials, no covenants, representations, or warranties have been authorized by or will be binding upon the Company, with regard to this Subscription Agreement, the performance of the Company or any expectation of investment returns, including any representations, warranties or agreements contained or made in any written document or oral communication received from or had with the Company, its Affiliates, Company Counsel or any of their respective representatives or agents. Subscriber has not relied upon any information or representation that may be or have been made or given except as permitted under this paragraph. 7. Subscriber understands that the Offering has not been, and it is not anticipated that the responsibility same will be, registered under the Securities Act, or pursuant to the provisions of the Subscriber to find out what those restrictions are securities or other laws of any other applicable jurisdictions, but is being made in reliance upon the provisions of Section 4(2) and/or 4(6) of the Securities Act and/or Regulation D and to comply with them before selling the Securities; (e) the Corporation has advised the Subscriber that the Corporation is relying on an other rules and regulations promulgated thereunder, and/or upon such other exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available to the Subscriber; (f) no prospectus has been filed by the Corporation with the Commissions in connection with the issuance of the Purchased Securities, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation and: (i) Securities Act as may be available with respect to any or all of the investments in securities to be made hereunder. Subscriber is restricted from using most fully aware that the Units subscribed for by Subscriber are to be sold to Subscriber in reliance upon such safe harbor based upon Subscriber’s representations, warranties, and agreements as set forth herein. Subscriber is fully aware of the civil remedies available under restrictions on sale, transferability and assignment of the Applicable Legislation; Units (ii) including the shares of Common Stock and the Warrants that comprise the Units, and the shares of Common Stock issuable upon exercise of such Warrants), and that Subscriber may not receive information that would otherwise be required to be provided to must bear the Subscriber under economic risk of Subscriber’s investment herein for an indefinite period of time because the Applicable Legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the Applicable Legislation; and (g) the Subscriber acknowledges that the Securities have offering has not been registered under the 1933 Securities Act and may and, therefore, the Securities cannot be offered or sold in the United States unless such offer is subsequently registered under the 1933 Securities Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is availableavailable to Subscriber. 8. Subscriber is an “accredited investor” (as defined in Rule 501 of Regulation D promulgated under the Securities Act). 9. Subscriber’s execution and delivery of this Subscription Agreement has been duly authorized by all necessary action and all necessary consents have been obtained. Subscriber has no present intention to sell, distribute, pledge, assign, or otherwise transfer the Units (including the shares of Common Stock and the Warrants that comprise the Units, and the shares of Common Stock issuable upon exercise of such Warrants), which Subscriber acquires pursuant to this offering. Subscriber is making the investment hereunder solely for Subscriber’s own account and not for the account of others and for investment purposes only and not with a view to or for the transfer, assignment, resale or distribution thereof, in whole or in part. Subscriber has no present plans to enter into any such contract, undertaking, agreement, or arrangement. 10. Except as provided in Section 2(c), Subscriber agrees that Subscriber will not cancel, terminate or revoke this Subscription Agreement, which has been executed by Subscriber, and that this Subscription Agreement shall survive any sale, assignment or other transfer of control over, or of all or substantially all of Subscriber’s assets or business and Subscriber’s bankruptcy, except as otherwise provided pursuant to the Corporation laws of any applicable jurisdiction. 11. Subscriber has substantial investment experience and is familiar with investments of the type contemplated by this Subscription Agreement. Subscriber confirms that although one of Subscriber’s motivations for investing in the Company is to derive economic benefits therefrom, Subscriber is aware that purchase of the Units is a speculative investment involving a high degree of risk and there is no guarantee that Subscriber will realize any gain from Subscriber’s investment or realize any tax benefits therefrom and Subscriber is further aware that Subscriber may lose all or a substantial part of Subscriber’s investment. Subscriber understands that there are substantial restrictions on the transferability of, and there is no existing public market for, the Units (including the Warrants that are included in the Units) and it may not be possible to liquidate an investment in the Units (including the shares of Common Stock and the Warrants that comprise the Units, and the shares of Common Stock issuable upon exercise of such Warrants). Subscriber affirms that Subscriber acknowledges that this investment is highly speculative, involves a high degree of risk and, accordingly, Subscriber can afford to lose the entire investment. 12. The address set forth herein is Subscriber’s true and correct address and Subscriber has no obligation or present intention of filing becoming a registration resident of any other country, state, or jurisdiction prior to, or after, Subscriber’s purchase of the Units. 13. Subscriber understands the meaning and legal consequences of the foregoing representations and warranties, which are true and correct as of the date hereof and will be true and correct as of the date of Subscriber’s purchase of the Units subscribed for herein. Each such representation and warranty shall survive such purchase. 14. Subscriber acknowledges and agrees that it shall not be a defense to a suit for damages for any misrepresentation or breach of covenant or warranty made by Subscriber that the Company, its Affiliates, the Company’s Counsel and their respective agents or representatives knew or had reason to know that any such covenant, representation or warranty in this Subscription Agreement or furnished or to be furnished to the Company by Subscriber contained untrue statements. The foregoing shall survive any investigation of Subscriber’s representations and warranties in this Subscription Agreement made by the Company, its Affiliates, the Company’s Counsel and their respective agents or representatives. 15. No representation or warranty that Subscriber has made in this Subscription Agreement, or in a writing furnished or to be furnished pursuant to this Subscription Agreement, contains or shall contain any untrue statement of fact, or omits or shall omit to state any fact which is required to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading. 16. Subscriber has full right, power, and authority to execute and deliver this Subscription Agreement and to perform Subscriber’s obligations hereunder. This Subscription Agreement has been duly authorized, executed and delivered by or on behalf of Subscriber and is a valid, binding and enforceable obligation of Subscriber, enforceable against Subscriber in accordance with its terms subject to bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting creditors’ rights generally and to general equity principles. 17. The execution and delivery of this Subscription Agreement by Subscriber will not result in any violation of, or be in conflict with, or result in the default of, any term of any material agreement or instrument to which Subscriber is a party or by which Subscriber is bound, or of any law or governmental order, rule or regulation which is applicable to Subscriber. 18. Subscriber is duly and validly organized, validly existing and in good tax and corporate standing as a corporation under the 1933 Act in respect laws of the Purchased Securities jurisdiction of its incorporation with full power and authority to purchase the Units to be purchased by it and to execute and deliver this Subscription Agreement. 19. To Subscriber’s knowledge, except for the Placement Agent, all negotiations relative to this Agreement and the transactions contemplated hereby have been carried out by Subscriber directly with the Company without the intervention of any person or entity in such manner as to give rise to any valid claim by any person or entity against Subscriber or the Company for a finder’s fee, brokerage commission or similar payment. To the extent Subscriber becomes aware of an additional claim to such fees, commission or payments, other than to Placement Agent, Subscriber shall promptly provide the SecuritiesCompany with notice of such claim. To the extent any person or entity claims to be entitled to a finder’s fee, brokerage commission, or similar payment in connection with the transactions contemplated hereby, Subscriber shall be liable for all such fees and expenses related thereto to the extent any such claims relate to acts or omissions of Subscriber or to this transaction. In the event a payment is payable by the Company to any broker, finder, agent or other person, other than to Placement Agent, in connection with Subscriber’s investment in the Company, such payment shall be deducted from the amount paid by Subscriber in connection with this Agreement.

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The Subscriber acknowledges that: (a) no securities commission or similar regulatory authority In order to induce the Company to accept Subscriber’s subscription, Subscriber further represents and warrants to the Company, its Affiliates, as defined in the Securities Act of 1933 (the “Securities Act”), and counsel to the Company (the “Company’s Counsel”), and their respective agents and representatives as follows: 1. SUBSCRIBER HAS READ THE PRIVATE OFFERING MEMORANDUM AND EXAMINED THE RISK FACTORS SET FORTH THEREIN, AND UNDERSTANDS THE SPECULATIVE NATURE OF AND SUBSTANTIAL RISK INVOLVED IN INVESTMENT IN THE COMPANY. 2. If Subscriber has reviewed or passed on the merits chosen to do so, Subscriber has been represented by such legal and tax counsel and other professionals, each of the Securities; (b) there is no government or other insurance covering the Securities; (c) there are risks associated with whom has been personally selected by Subscriber, as Subscriber has found necessary to consult concerning the purchase of the Securities; (d) there are restrictions on the Units, and such representation has included an examination of all applicable documents and an analysis of all tax, financial, and securities law aspects thereof deemed to be necessary. Subscriber, together with Subscriber’s ability counsel, Subscriber’s advisors, and such other persons, if any, with whom Subscriber has found it necessary or advisable to resell consult, have sufficient knowledge and experience in business and financial matters to evaluate the Securities information set forth in this Subscription Agreement and in the Offering Material and the risks of the investment and to make an informed investment decision with respect thereto. Further, Subscriber has been given the opportunity for a reasonable time period prior to the date hereof to ask questions of, and receive answers from, the Company or its representatives concerning the terms and conditions of the Offering and other matters pertaining to this investment and has been given the opportunity for a reasonable time period prior to the date hereof to verify the accuracy of the Company’s information. 3. With respect to the United States federal, state and foreign tax aspects of Subscriber’s investment, Subscriber is relying solely upon the advice of Subscriber’s own tax advisors, and/or upon Subscriber’s own knowledge with respect thereto. 4. Subscriber has not relied, and will not rely upon, any information with respect to this offering other than the information contained herein and in the Offering Material. 5. Subscriber understands that no person has been authorized to make representations or to give any information or literature with respect to this offering that is inconsistent with the information that is set forth herein and in the Offering Material. 6. Subscriber understands that, other than as provided herein and in the Offering Materials, no covenants, representations, or warranties have been authorized by or will be binding upon the Company, with regard to this Subscription Agreement, the performance of the Company or any expectation of investment returns, including any representations, warranties or agreements contained or made in any written document or oral communication received from or had with the Company, its Affiliates, Company Counsel or any of their respective representatives or agents. Subscriber has not relied upon any information or representation that may be or have been made or given except as permitted under this paragraph. 7. Subscriber understands that the Offering has not been, and it is not anticipated that the responsibility same will be, registered under the Securities Act, or pursuant to the provisions of the Subscriber to find out what those restrictions are securities or other laws of any other applicable jurisdictions, but is being made in reliance upon the provisions of Section 4(2) and/or 4(6) of the Securities Act and/or Regulation D and to comply with them before selling the Securities; (e) the Corporation has advised the Subscriber that the Corporation is relying on an other rules and regulations promulgated thereunder, and/or upon such other exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available to the Subscriber; (f) no prospectus has been filed by the Corporation with the Commissions in connection with the issuance of the Purchased Securities, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation and: (i) Securities Act as may be available with respect to any or all of the investments in securities to be made hereunder. Subscriber is restricted from using most fully aware that the Units subscribed for by Subscriber are to be sold to Subscriber in reliance upon such safe harbor based upon Subscriber’s representations, warranties, and agreements as set forth herein. Subscriber is fully aware of the civil remedies available under restrictions on sale, transferability and assignment of the Applicable Legislation; Units (ii) including the shares of Common Stock and the Warrants that comprise the Units, and the shares of Common Stock issuable upon exercise of such Warrants), and that Subscriber may not receive information that would otherwise be required to be provided to must bear the Subscriber under economic risk of Subscriber’s investment herein for an indefinite period of time because the Applicable Legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the Applicable Legislation; and (g) the Subscriber acknowledges that the Securities have offering has not been registered under the 1933 Securities Act and may and, therefore, the Securities cannot be offered or sold in the United States unless such offer is subsequently registered under the 1933 Securities Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is availableavailable to Subscriber. 8. Subscriber is an “accredited investor” (as defined in Rule 501 of Regulation D promulgated under the Securities Act). 9. Subscriber’s execution and delivery of this Subscription Agreement has been duly authorized by all necessary action and all necessary consents have been obtained. Subscriber has no present intention to sell, distribute, pledge, assign, or otherwise transfer the Units (including the shares of Common Stock and the Warrants that comprise the Units, and the shares of Common Stock issuable upon exercise of such Warrants), which Subscriber acquires pursuant to this offering. Subscriber is making the investment hereunder solely for Subscriber’s own account and not for the account of others and for investment purposes only and not with a view to or for the transfer, assignment, resale or distribution thereof, in whole or in part. Subscriber has no present plans to enter into any such contract, undertaking, agreement, or arrangement. 10. Except as provided in Section 2(c), Subscriber agrees that Subscriber will not cancel, terminate or revoke this Subscription Agreement, which has been executed by Subscriber, and that this Subscription Agreement shall survive any sale, assignment or other transfer of control over, or of all or substantially all of Subscriber’s assets or business and Subscriber’s bankruptcy, except as otherwise provided pursuant to the Corporation laws of any applicable jurisdiction. 11. Subscriber has substantial investment experience and is familiar with investments of the type contemplated by this Subscription Agreement. Subscriber confirms that although one of Subscriber’s motivations for investing in the Company is to derive economic benefits therefrom, Subscriber is aware that purchase of the Units is a speculative investment involving a high degree of risk and there is no guarantee that Subscriber will realize any gain from Subscriber’s investment or realize any tax benefits therefrom and Subscriber is further aware that Subscriber may lose all or a substantial part of Subscriber’s investment. Subscriber understands that there are substantial restrictions on the transferability of, and there is no existing public market for, the Units (including the Warrants that are included in the Units) and it may not be possible to liquidate an investment in the Units (including the shares of Common Stock and the Warrants that comprise the Units, and the shares of Common Stock issuable upon exercise of such Warrants). Subscriber affirms that Subscriber acknowledges that this investment is highly speculative, involves a high degree of risk and, accordingly, Subscriber can afford to lose the entire investment. 12. The address set forth herein is Subscriber’s true and correct address and Subscriber has no obligation or present intention of filing becoming a registration resident of any other country, state, or jurisdiction prior to, or after, Subscriber’s purchase of the Units. 13. Subscriber understands the meaning and legal consequences of the foregoing representations and warranties, which are true and correct as of the date hereof and will be true and correct as of the date of Subscriber’s purchase of the Units subscribed for herein. Each such representation and warranty shall survive such purchase. 14. Subscriber acknowledges and agrees that it shall not be a defense to a suit for damages for any misrepresentation or breach of covenant or warranty made by Subscriber that the Company, its Affiliates, the Company’s Counsel and their respective agents or representatives knew or had reason to know that any such covenant, representation or warranty in this Subscription Agreement or furnished or to be furnished to the Company by Subscriber contained untrue statements. The foregoing shall survive any investigation of Subscriber’s representations and warranties in this Subscription Agreement made by the Company, its Affiliates, the Company’s Counsel and their respective agents or representatives. 15. No representation or warranty that Subscriber has made in this Subscription Agreement, or in a writing furnished or to be furnished pursuant to this Subscription Agreement, contains or shall contain any untrue statement of fact, or omits or shall omit to state any fact which is required to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading. 16. Subscriber has full right, power, and authority to execute and deliver this Subscription Agreement and to perform Subscriber’s obligations hereunder. This Subscription Agreement has been duly authorized, executed and delivered by or on behalf of Subscriber and is a valid, binding and enforceable obligation of Subscriber, enforceable against Subscriber in accordance with its terms subject to bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting creditors’ rights generally and to general equity principles. 17. The execution and delivery of this Subscription Agreement by Subscriber will not result in any violation of, or be in conflict with, or result in the default of, any term of any material agreement or instrument to which Subscriber is a party or by which Subscriber is bound, or of any law or governmental order, rule or regulation which is applicable to Subscriber. 18. Subscriber is duly and validly organized, validly existing and in good tax and corporate standing as a corporation under the 1933 Act in respect laws of the Purchased Securities jurisdiction of its incorporation with full power and authority to purchase the Units to be purchased by it and to execute and deliver this Subscription Agreement. 19. To Subscriber’s knowledge, all negotiations relative to this Agreement and the transactions contemplated hereby have been carried out by Subscriber directly with the Company without the intervention of any person or entity in such manner as to give rise to any valid claim by any person or entity against Subscriber or the Company for a finder’s fee, brokerage commission or similar payment. To the extent Subscriber becomes aware of an additional claim to such fees, commission or payments, other than to Placement Agent, Subscriber shall promptly provide the SecuritiesCompany with notice of such claim. To the extent any person or entity claims to be entitled to a finder’s fee, brokerage commission, or similar payment in connection with the transactions contemplated hereby, Subscriber shall be liable for all such fees and expenses related thereto to the extent any such claims relate to acts or omissions of Subscriber or to this transaction. In the event a payment is payable by the Company to any broker, finder, agent or other person, other than to Placement Agent, in connection with Subscriber’s investment in the Company, such payment shall be deducted from the amount paid by Subscriber in connection with this Agreement.

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The Subscriber acknowledges thathereby represents and warrants as follows: (a) no securities commission or similar regulatory authority has reviewed or passed on Homestead shall rely upon the merits representations, warranties, and agreements of Subscriber contained in this Subscription Agreement in determining the Securities;applicability of certain laws and regulations to the transactions contemplated hereby and accordingly such representations and warranties shall survive the closing hereunder. (b) there is Subscriber acknowledges that no government Federal or other insurance covering state agency has passed upon the Securities;Subordinated Debentures or made any finding or determination as to the fairness of this investment, the terms of the offer and the sale of the Subordinated Debentures or Shares issuable upon conversion of the Subordinated Debentures or the adequacy of the disclosure made in the Documents. (c) there are risks associated with Subscriber must bear the purchase economic risk of its investment in the Securities; Subordinated Debentures for an indefinite period of time because (d) there are restrictions on the Subscriber’s ability to resell the Securities and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities; (e1) the Corporation has advised the Subscriber that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available to the Subscriber; (f) no prospectus has been filed by the Corporation with the Commissions in connection with the issuance of the Purchased Securities, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation and: (i) the Subscriber is restricted from using most of the civil remedies available under the Applicable Legislation; (ii) the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under the Applicable Legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the Applicable Legislation; and (g) the Subscriber acknowledges that the Securities Subordinated Debentures have not been registered under the 1933 Securities Act and may and, therefore, cannot be offered sold or sold in the United States transferred unless either they are subsequently registered under the 1933 Securities Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available; and (2) the Subordinated Debentures cannot be sold or transferred unless they are registered under applicable state securities laws or an exemption from such registration is available. (d) The Subordinated Debentures for which Subscriber hereby subscribes are being acquired for its own account, and that not with any view toward the Corporation has no obligation resale or distribution thereof, or with any present intention of filing a registration statement under the 1933 Act in respect of the Purchased Securities selling or distributing any of the SecuritiesSubordinated Debentures, but subject nevertheless to the disposition of the Subordinated Debentures being at all times within Subscriber's control, subject to the instruments constituting and governing such Subordinated Debentures. (e) Subscriber has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Subordinated Debentures. (f) Subscriber has carefully reviewed the Documents and any other written materials delivered to Subscriber by Homestead, has been furnished with all materials that it considers relevant to an investment in the Subordinated Debentures and has had a full opportunity to ask questions of and receive answers from Homestead or any person or persons acting on behalf of Homestead concerning the terms and conditions of an investment in the Subordinated Debentures. No statement or printed material which is contrary to the Documents has been made or given by or on behalf of Homestead. (g) Subscriber is an accredited investor by virtue of the fact that it is a corporation not formed for the specific purpose of acquiring the Subordinated Debentures, with total assets in excess of $5,000,000. (h) Subscriber is a corporation duly organized, validly existing and in good standing under the laws of Maryland; (i) has all requisite power and authority to invest in the Subordinated Debentures as provided herein; (ii) such investment will not result in any violation of or conflict with any term of the charter or by-laws of Subscriber or any other organizational document or instrument by which it is bound or any law or regulation applicable to it; (iii) such investment has been duly authorized by all necessary action on behalf of Subscriber; and (iv) this Subscription Agreement has been duly executed and delivered on behalf of Subscriber and constitutes a legal, valid and binding agreement of Subscriber and is enforceable against Subscriber in accordance with its terms.

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The Subscriber acknowledges thathereby represents, warrants and certifies to, and agrees with, the Company as follows: (a) no securities commission or similar regulatory authority has reviewed or passed on 3.1 Subscriber’s information, representations and warranties set forth herein are true and complete, and may be relied upon by the merits Company. 3.2 If, before acceptance of this Purchase Agreement and any issuance to Subscriber of the Securities; (b) , there is no government any material change with respect to Subscriber’s status or other insurance covering the Securities; (c) there are risks associated with the purchase of the Securities; (d) there are restrictions on the affairs that would affect Subscriber’s information, representations or warranties set forth herein and/or Subscriber’s ability to resell invest in the Securities Company or purchase the Securities, Subscriber will promptly notify the Company of that change. 3.3 Subscriber acknowledges that Subscriber has been advised to consult with his/her own independent counsel regarding the consequences of an investment in the Company and it the Securities. Subscriber has such knowledge and experience in financial and business matters that he/she is capable of: (a) requesting, reviewing, and understanding the responsibility information acquired regarding the Company and its operations, management and control; and (b) evaluating the merits and risks of an investment in the Company and the Securities, including the risks of losing Subscriber’s entire investment. 3.4 Subscriber has received, thoroughly reviewed and understands all of the information contained in this Purchase Agreement, and Subscriber (together with any of Subscriber’s authorized representatives and agents) has been given an opportunity to find out what those restrictions are ask questions of and to comply obtain all desired information regarding the Company and this Purchase Agreement, and has used such information and access to Subscriber’s satisfaction. Subscriber currently has knowledge sufficient to Subscriber, in the prudent management of Subscriber’s affairs, regarding the Company and its operations and principals to justify Subscriber’s submission of this Purchase Agreement to the Company. Subscriber has received all materials that have been requested by Subscriber regarding the Company, including its current Executive Summary and the financial statements of the two entities which merged with them before selling the Company (attached hereto as Addenda D, E and F, respectively), and the Company has answered all inquiries that Subscriber or Subscriber’s representatives have put to it. Subscriber has had access to all additional information necessary to verify the accuracy of the information requested by Subscriber or in this Purchase Agreement; and Subscriber has taken all the steps necessary to evaluate the merits and risks of an investment by Subscriber in the Securities; (e) the Corporation . In making this investment decision, Subscriber has advised the Subscriber that the Corporation is relying not relied on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies any information not provided by the Applicable LegislationCompany. 3.5 Subscriber has such knowledge and experience in finance, including statutory rights of rescission or damagessecurities, will not investments and other business matters as to be available able to the Subscriber; (f) no prospectus has been filed by the Corporation with the Commissions protect Xxxxxxxxxx’s interests in connection with this transaction, and Subscriber’s investment in the issuance Company hereunder is not material when compared to Subscriber’s total financial capacity. Subscriber has adequate means for providing for Subscriber’s current needs and possible contingencies, has no need for liquidity regarding this investment, has no reason to expect a change in Subscriber’s circumstances, financial or otherwise, that may cause or require sale of the Purchased Subscriber’s Securities, and is in a financial position to hold the issuance is exempted from Securities for an indefinite period of time. 3.6 Subscriber understands the prospectus many risks of an investment in the Company and registration requirements can afford to bear such risks, including, but not limited to, the risk of losing Subscriber’s entire investment in the Applicable Legislation and:Company and the Securities. (i) the Subscriber is restricted from using most of the civil remedies available under the Applicable Legislation; (ii) the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under the Applicable Legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the Applicable Legislation; and (g) the 3.7 Subscriber acknowledges that the Securities are restricted securities, that no market presently exists for the Company’s Notes and the common stock into which the Notes are convertible, that no market may develop in the future, and that Subscriber may find it impossible to liquidate Subscriber’s investment at a time when Subscriber may desire to do so, or at any other time. 3.8 Subscriber has been advised by the Company that: (a) the Securities have not been registered under the 1933 U.S. Securities Act of 1933, as amended (“Securities Act”) or any other state, national or other governmental securities laws or regulations; (b) the Securities are being offered and may sold to Subscriber on the basis of the exemptions from registration provided by Regulation D promulgated under the Securities Act; (c) the offering of these Securities has not be offered been filed with or sold submitted to, reviewed by, or otherwise passed on by the U.S. Securities and Exchange Commission or any other U.S. federal or state agency or self-regulatory organization where an exemption is being relied upon; and (d) the Company's reliance on the exemptions provided by Regulation D under the Securities Act is based upon the representations made by Subscriber in this Purchase Agreement, and the Company will not issue the Securities in the United States unless registered under absence of such representations. Subscriber acknowledges that Subscriber has been informed by the 1933 Company of, or Subscriber is otherwise familiar with, the nature of the limitations imposed on the transfer of securities by the Securities Act and the securities rules and regulations thereunder. 3.9 Subscriber is: (a) a resident of the State of [ ] and is of legal age (if an individual) in accordance with the laws of all applicable states the State of [ ]; (b) acquiring the United States Securities solely for Subscriber’s own account or an exemption from such registration requirements is available, and that as fiduciary for the Corporation has no obligation or present intention benefit of filing a registration statement under the 1933 Act in respect of the Purchased Securities or any of the Securities.another; and

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The In order to induce the Series to accept this subscription, Subscriber acknowledges thathereby represents and warrants as follows: (a) no securities commission or similar regulatory authority has reviewed or passed on Subscriber is purchasing the merits of the Securities; (b) there is no government or other insurance covering the Securities; (c) there are risks associated Interests with its own funds and not with the purchase funds of any other person, for its own account and not for the Securities; (d) there are restrictions on the Subscriber’s ability to resell the Securities and it is the responsibility account of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities; (e) the Corporation has advised the Subscriber that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation andany other person, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available to the Subscriber; (f) no prospectus has been filed by the Corporation with the Commissions in connection intention of holding the Interests for investment for an extended period, with the issuance no present intention of the Purchased Securities, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation andeither: (i) the Subscriber is restricted from using most of the civil remedies available under the Applicable Legislation; dividing, or allowing others to participate in, this investment or (ii) reselling or otherwise participating directly or indirectly in a distribution of, the Interests or any part thereof. Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under the Applicable Legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the Applicable Legislation; and (g) the Subscriber acknowledges understands that the Securities Interests have not been registered under the 1933 Securities Act or under any state securities law in reliance on representations contained herein and may not be offered or sold in the United States unless Confidential Purchaser Questionnaire. (b) Subscriber understands that an investment in the Interests is highly speculative, and Subscriber’s financial condition is such that it is not under any present necessity or constraint to dispose of the Interests to satisfy any existing or contemplated debt or undertaking. Subscriber further understands that it must bear the economic risk of investment in a Series for an indefinite period. (c) Subscriber acknowledges and agrees, in accordance with this Subscription Agreement, that it will not sell, assign, pledge, hypothecate, transfer, or otherwise dispose of the Interests unless: (i) such disposition is subsequently registered under the 1933 Securities Act, which is not contemplated, and registered under all applicable state laws and regulations, which is not contemplated or (ii) Subscriber provides the Manager with a legal opinion acceptable in form and substance (as to both such opinion and the counsel providing such opinion) to the Manager and the Manager’s legal counsel stating that such disposition may be made without registration under the Securities Act and without registration under any applicable state laws and regulations. Subscriber specifically recognizes that the Interests will be a “restricted security” as that term is defined in Rule 144 under the Securities Act, and accordingly, it is extremely unlikely that any disposition of the Interests could be made without registration under the Securities Act and under any applicable state laws prior to the expiration of two years following the purchase of such Interests. Subscriber understands that transfer instructions have been or will be placed on certificate(s) with respect to the Interests, if any, so as to restrict any such disposition thereof. Further, Subscriber acknowledges that the Series is under no obligation to register the Interests on its behalf or to assist it in complying with any exemption from registration. (d) Subscriber, either personally or together with its purchaser representative(s), possesses such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Interests and has the capacity to protect Subscriber’s own interests in connection with Subscriber’s proposed investment in the Interests. (e) Subscriber acknowledges that all documents, records, and books pertaining to the Series have been made available for inspection by Subscriber. Subscriber and its advisors have had a reasonable opportunity to ask questions of and receive answers from the representatives of the Manager, concerning the terms and conditions of this offering, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense by the Manager. All such questions have been answered to the full satisfaction of Subscriber. (f) Subscriber is an “Accredited Investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act, and its commitment to all speculative investments is reasonable in relation to its net worth. The Subscriber has recently provided the Manager verification materials that demonstrate its status as an Accredited Investor and attests that such information will continue to be true and correct on the applicable Closing Date, and the Subscriber agrees that it will provide any such additional information as the Manager may require in connection with the Subscriber’s Interest during the term of the relevant Series. The undersigned will inform the Series promptly at such time as the undersigned is no longer an “Accredited Investor.” Subscriber has completed the Investor Certification attached as Schedule A. (g) If Subscriber is a “qualified purchaser” as defined Section 2(a)(51) of the Investment Company Act of 1940, Subscriber has completed the Qualified Purchaser section of the Investor Certification attached as Schedule A hereto, and agrees to notify the Manager immediately in the event that any answers provided on Schedule A should change or cease to be true and accurate. (h) Subscriber has completed the Bad Actor Questionnaire attached as Schedule B hereto, and agrees to notify the Manager immediately in the event that any answers provided on Schedule B should change or cease to be true and accurate. (i) Subscriber understands that no federal or state agency or securities exchange has recommended or endorsed the purchase of the Interests. (j) Subscriber recognizes that, prior to this offer, there has been no public market for the Interests and that, after this offering, there will be no public market for the Interests. In addition, Subscriber understands that the transferability of the Interests is restricted, and Subscriber cannot expect to be able to liquidate its investment in case of an emergency. (k) Subscriber understands that adverse market, economic, or regulatory events may occur that could lead to a partial or total failure of the Series, resulting in a partial or total loss of Subscriber’s investment in the Series. Subscriber confirms that no representations or warranties have been made to Subscriber, and that Subscriber has not relied upon any representation or warranty in making or confirming its subscription. (l) The information heretofore provided to the Manager by Subscriber as to Subscriber (including the information in the Confidential Purchaser Questionnaire) is true and correct as of the date hereof, and Subscriber agrees to advise the Manager prior to the Manager’s acceptance of this Subscription Agreement of any material change in any such information. (m) Subscriber acknowledges receipt of that certain confidential private placement memorandum dated April 16, 2021, as supplemented by the Supplements and Series Designations applicable to the relevant Series (the “Memorandum”), which includes a set of risk factors and conflicts of interest with respect to the Series, the Manager, the offering and the Interests (the “Risk Factors”). Subscriber has carefully reviewed the Memorandum and Risk Factors and has discussed with the Manager any questions the Subscriber may have had with respect thereto. Subscriber understands: (i) the risks involved in this offering, including the speculative nature of the investment; (ii) the financial hazards involved in this offering, including the risk of losing Subscriber’s entire investment; (iii) the lack of liquidity and restrictions on transfers of the Interests; and (iv) the tax consequences of this investment. Subscriber has consulted with Subscriber’s own legal, accounting, tax, investment and other advisors with respect to the tax treatment of an investment by Subscriber in the Interests and in the Series and the merits and risks of an investment in the Interests and in the Series. Further, Subscriber understands the fees and expenses associated with the Interests, including, but not limited to, the Management Fee, the Fund Expenses, additional amounts payable in connection with certain closings subsequent to the Initial Closing Date, and the annual administrative fee, as well as the Carried Interest allocable to the Manager. Subscriber understands that the entire Management Fee will generally be paid to the Manager upfront upon the issuance of the relevant Interest, and neither the annual administrative fee nor any additional amounts shall be part of the Member’s Capital Commitment and Capital Contributions to the relevant Series and will be disregarded for the calculations of Carried Interest and return of capital. (n) Subscriber has kept and will continue to keep all information disclosed in connection with the offering of the Interests, including without limitation the information in the Memorandum and Risk Factors, in strict confidence, and Subscriber agrees only to disclose such information to its accountants, attorneys or other professional advisors to the extent necessary to evaluate the investment in the Interests. The same standard of confidentiality is expected from all such accountants, attorneys and other professional advisors who have received such information. (o) Each Subscriber is either: (i) an individual over the age of 21 (or the age of majority in the Subscriber’s jurisdiction) or (ii) an entity not formed or reorganized for the specific purpose of acquiring or holding the Interests. Subscriber is a resident at the address set forth on the signature page to this Agreement and has no present intent of changing such residency. If Subscriber’s residence or principal place of business changes before Subscriber purchases said Interests and before the Interests is delivered to Subscriber, Subscriber covenants and agrees to promptly notify the Manager. (p) When executed by Subscriber, this Subscription Agreement (including these representations and warranties) will constitute a valid and binding obligation of Subscriber, enforceable in accordance with its terms. Subscriber, if not an individual, is empowered and duly authorized to enter into this Subscription Agreement under any governing documents, partnership agreements, operating agreements, trust instruments, pension plans, charters, certificates of incorporation, bylaw provisions or the like. The person, if any, signing this Subscription Agreement on behalf of Subscriber is empowered and duly authorized to do so by Subscriber’s governing document or trust instrument, charter, certificate of incorporation, bylaw provision, board of directors or shareholder resolution, or the like. (q) In agreeing to acquire the Interests as provided herein, Subscriber agrees to become a party to that certain Operating Agreement, including each applicable Series Designation, which, among other things, contains certain restrictions on the transfer of the Interests. Additionally, Subscriber represents and acknowledges that Subscriber has been granted access to and has had the opportunity to review information relating to the Series and the terms and conditions of investment in the Interests, as well as such other information as Subscriber deems necessary or appropriate, as a prudent and knowledgeable investor, in evaluating the merits and risks of an investment in a Series. (r) Subscriber also understands that neither the Company nor any Series will be registered as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and that none of the Manager, its affiliates nor their members, nor any other person or entity selected by the Manager to act as agent of the Company or any Series with respect to managing the affairs of the Company or any Series, will be registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). (s) Subscriber recognizes that: (i) an investment in a Series involves certain risks, as described in the Memorandum, (ii) the undersigned will not directly hold an interest in the portfolio companies held by any Series, (iii) the Interests in the Company with respect to each Series will be subject to certain restrictions on transferability as described in the Operating Agreement and (iv) as a result of the foregoing, the marketability of the Interests will be severely limited. The undersigned agrees that the undersigned will not transfer, sell or otherwise dispose of the Interests in any manner that will violate the Operating Agreement, the Securities Act or any state securities laws or subject the Company to regulation under the Investment Company Act or the Advisers Act, the rules and regulations of all applicable states the Securities and Exchange Commission or the laws and regulations of the State of Delaware or any other federal, state or municipal authority having jurisdiction thereof. (t) The undersigned is aware that: (i) none of the Company nor any Series has any financial or operating history, and any portfolio company held by a Series should be expected to have no or limited financial or operating history; (ii) the Manager will receive substantial compensation in connection with the management of the Company, each Series, and any portfolio company; (iii) no federal, state, local or foreign agency has passed upon the Interests or made any finding or determination as to the fairness of this investment or of an investment in any portfolio company; (iv) the Subscriber is not entitled to cancel, terminate or revoke this subscription or any of the powers conferred herein; (v) the Manager may accept this Subscription in whole or in part; and (vi) investment returns set forth in the Memorandum or in any supplemental letters or materials thereto are not necessarily comparable to the returns, if any, which may be achieved on investments made by the Series. (u) Except as disclosed to the Manager in writing, no part of the funds used by the undersigned to acquire the Interests constitutes assets of any “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or other “benefit plan investor” as such term is defined in U.S. Department of Labor Reg. §2510.3-101 et seq. (except for individual retirement accounts (“IRAs”) or assets allocated to any insurance company separate account or general account in which any such employee benefit plan or benefit plan investor (or related trust) has any interest (any such purchaser using such assets being referred to herein as a “Benefit Plan Investor”). If the undersigned is a Benefit Plan Investor or IRA, neither the Manager nor any of its affiliates acted as a “fiduciary” within the meaning of Section 3(21) of ERISA with respect to the purchase of the Interests by the undersigned and, if the undersigned is a Benefit Plan Investor or IRA, the purchase of such Interests have been duly authorized in accordance with the governing documents of such Benefit Plan Investor or IRA. If the undersigned is a partnership, a limited liability company treated as a partnership for United States federal income tax purposes, a grantor trust (within the meaning of §§671-679 of the United States Internal Revenue Code of 1986, as amended (the “Code”)) or an exemption from S corporation (within the meaning of Code §1361) (each, a “flow-through entity”), the undersigned represents and warrants that either: (i) no person or entity will own, directly or indirectly through one or more flow-through entities, an interest in the undersigned such registration requirements is available, and that the Corporation has no obligation or present intention of filing a registration statement under the 1933 Act in respect more than 40% of the Purchased Securities value of such person’s or any of entity’s interest in the Securities.undersigned is attributable to the undersigned’s investment in the Series; or

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The Subscriber acknowledges thathereby represents and warrants to the Company with respect to the purchase of the Shares as follows: (a) no securities commission or similar regulatory authority has reviewed or passed Subscriber represents that Subscriber is an “Accredited Investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, on the merits of basis reflected in the Securities;Purchaser Questionnaire. (b) there is no government or other insurance covering Subscriber has carefully read this Agreement, the Securities;Purchaser Questionnaire, and the Company’s Confidential Private Placement Memorandum dated April 2, 2018, including all Exhibits and amendments and supplements thereto, (collectively, the “Offering Materials”), all of which Subscriber acknowledges have been provided to Subscriber. (c) there are risks associated with Subscriber has been given the purchase opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of this Offering and the Offering Materials, and to obtain such additional written information, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the Securities;same. (d) there are restrictions on Subscriber fully understands the Offering Materials and has had the opportunity to discuss any questions regarding any of the Offering Materials with its counsel or other advisor. Notwithstanding the foregoing, the only information upon which Subscriber has relied is that set forth in the Offering Materials and Subscriber’s ability to resell the Securities and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities;own independent investigation. (e) the Corporation Subscriber acknowledges that Subscriber has advised the Subscriber that the Corporation is relying on an exemption received no representations or warranties from the requirements to provide Company or its employees or agents in making this investment decision other than as set forth in the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available to the Subscriber;Offering Materials. (f) no prospectus has been filed by Subscriber expressly agrees to keep the Corporation with the Commissions Offering Materials confidential and agrees not to disclose any information contained therein except to legal counsel and other professional advisors as may be necessary in connection with the issuance Subscriber’s evaluation of the Purchased Securitiesinvestment. (g) Subscriber understands that a purchase of Shares is a speculative investment involving a high degree of risk. Subscriber is aware that there is no guarantee that Subscriber will realize any gain from this investment, and that Subscriber could lose the issuance is exempted from total amount of this investment. (h) Subscriber understands that no federal or state agency has made any finding or determination regarding the prospectus and registration requirements fairness of the Applicable Legislation and:this Offering, or any recommendation or endorsement of this Offering. (i) the Subscriber is restricted from using most purchasing the Shares for Subscriber’s own account, with the intention of holding the Shares, with no present intention of dividing or allowing others to participate in this investment or of reselling or otherwise participating, directly or indirectly, in a distribution of the civil remedies Shares, and shall not make any sale, transfer or pledge thereof without compliance with registration under the Securities Act of 1933, as amended (the “Securities Act”), and any applicable securities laws of any state or unless an exemption from registration is available under those laws. (j) Subscriber represents that he or she, if an individual, has adequate means of providing for his or her current needs and personal and family contingencies and has no need for liquidity in this investment in the Applicable Legislation;Shares. Subscriber has no reason to anticipate any material change in his or her personal financial condition for the foreseeable future. (k) Subscriber is financially able to bear the economic risk of this investment, including the ability to hold the Shares indefinitely or to afford a complete loss of Subscriber’s investment in the Shares. (l) Subscriber represents that Subscriber’s overall commitment to this investment is not disproportionate to Subscriber’s net worth, and Subscriber’s investment in the Shares will not cause such overall commitment to become excessive. (m) Subscriber understands that the statutory basis on which the Shares are being sold to Subscriber and others would not be available if Subscriber’s present intention were to hold the Shares for a fixed period or until the occurrence of a certain event. Subscriber realizes that in the view of the Securities and Exchange Commission (the “Commission”), a purchase now with a present intent to resell by reason of a foreseeable specific contingency or any anticipated change in the market value, or in the condition of the Company, or that of the industry in which the business of the Company is engaged or in connection with a contemplated liquidation, or settlement of any loan obtained by Subscriber for the acquisition of the Shares, and for which such Shares may be pledged as security or as donations to religious or charitable institutions for the purpose of securing a deduction on an income tax return, would, in fact, represent a purchase with an intent inconsistent with Subscriber’s representations to the Company and the Commission would then regard such sale as a sale for which the exemption from registration is not available. Subscriber will not pledge, transfer or assign this Agreement. (n) Subscriber represents that the funds provided for this investment are either separate property of Subscriber, community property over which Subscriber has the right of control or are otherwise funds as to which Subscriber has the sole right of management. (o) FOR PARTNERSHIPS, CORPORATIONS, LIMITED LIABILITY COMPANIES, TRUSTS, OR OTHER ENTITIES ONLY: If Subscriber is a partnership, corporation, limited liability company, trust or other entity, (i) Subscriber has enclosed with this Agreement appropriate evidence of the authority of the individual executing this Agreement to act on its behalf (e.g., if a trust, a certified copy of the trust agreement; if a corporation, a certified corporate resolution authorizing the signature and a certified copy of the articles of incorporation; if a partnership, a certified copy of the partnership agreement; or if a limited liability company, a certified copy of the operating agreement), (ii) Subscriber represents and warrants that it was not organized or reorganized for the Subscriber may not receive information that would otherwise be required to be provided to specific purpose of acquiring the Subscriber under the Applicable Legislation; and Shares, (iii) Subscriber has the Corporation full power and authority to execute this Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf, and (iv) this investment in the Company has been affirmatively authorized, if required, by the governing board of such entity and is relieved from certain obligations that would otherwise apply under not prohibited by the Applicable Legislation; andgoverning documents of the entity. (gp) The address shown under Subscriber’s signature at the end of this Agreement is Subscriber’s principal residence if he or she is an individual or its principal business address if a corporation or other entity. (q) Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and has the capacity to protect Subscriber’s own interests in connection with such investment. (r) Subscriber acknowledges and understands that the Company has never made distributions on the Shares and does not anticipate making distributions in the foreseeable future. (s) Subscriber acknowledges that the Securities have not been Company may issue certificates for the securities comprising the Shares. If certificates for the securities comprising the Shares are issued, the certificates will contain legends substantially as follows: THE SHARES THAT ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR DECISIONPOINT SYSTEMS, INC. (THE “COMPANY”) RECEIVES AN OPINION OF COUNSEL FOR THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE. (t) Subscriber acknowledges that the Shares must be held indefinitely unless subsequently registered under the 1933 Securities Act and may not be offered or sold in the United States unless registered under the 1933 Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available. Subscriber is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions, which may include, among other things, the existence of a public market for the securities, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being effected through a “broker’s transaction” or in transactions directly with a “market maker” and the number of securities being sold during any three month period not exceeding specified limitations. Subscriber understands that no public market now exists, and that the Corporation has no obligation or present intention of filing a registration statement under the 1933 Act in respect of the Purchased Securities or market may never exist for any of the Securitiessecurities issued by the Company. (u) Subscriber acknowledges that the Company seeks to comply with all applicable laws concerning money laundering and related activities. In furtherance of those efforts, Subscriber represents, warrants and agrees that, to the best of Subscriber’s knowledge based upon appropriate diligence and investigation, (i) none of the cash or property that Subscriber has paid, will pay or will contribute to the Company has been or shall be derived from, or related to, any activity that is deemed criminal under United States law, and (ii) no contribution or payment by Subscriber to the Company, to the extent that they are within Subscriber’s control, shall cause the Company to be in violation of the United States Bank Secrecy Act, the United States Money Laundering Control Act of 1986 or the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001. Subscriber agrees to promptly notify the Company if any of these representations cease to be true and accurate regarding Subscriber. Subscriber further agrees to provide to the Company any additional information regarding Subscriber that the Company deems necessary or convenient to ensure compliance with all applicable laws concerning money laundering and similar activities. If at any time it is discovered that any of the foregoing representations is incorrect, or if otherwise required by applicable law or regulation related to money laundering and similar activities, the Company may undertake appropriate actions to ensure compliance with applicable law or regulation, including, but not limited to segregation and/or redemption of Subscriber’s investment in the Company. Subscriber further understands that the Company may release confidential information about Subscriber and, if applicable, any underlying beneficial owners, to proper authorities if the Company, in its sole discretion, determines that it is in the best interests of the Company in light of relevant rules and regulations under the laws set forth above. (v) Subscriber understands that this Agreement, when executed and delivered by Subscriber, will constitute a valid and legally binding obligation of such Subscriber, enforceable in accordance with its terms. (w) Subscriber has not incurred, and will not incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement or any transaction contemplated hereby. (x) Subscriber expressly acknowledges and agrees that the Company is relying upon Subscriber’s representations contained in this Agreement and the other Offering Materials. (y) The Purchaser Questionnaire submitted by Subscriber to the Company in connection with its purchase of Shares is accurate and correct as of the date hereof. (z) Subscriber acknowledges that (i) Subscriber was contacted regarding the sale of the Shares by the Placement Agent (or an authorized agent or representative thereof) and (ii) no Shares were offered or sold to it by means of any form of general solicitation or general advertising.

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The Subscriber acknowledges thatrepresents and warrants to the Company as follows: (a) no The Subscriber understands that the Securities to be acquired have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Act"), or the securities commission or similar regulatory authority has reviewed or passed on laws of any state by reason of a specific exemption from the merits registration provisions of the Securities;Act and the applicable state securities laws, the availability of which depends upon among other things, the bona fide nature of the investment intent and the accuracy of the Subscriber representations as expressed herein. (b) there is Subscriber acknowledges and understands that the Securities are being acquired for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part of the Securities for any particular price, or at any particular time, or upon the happening of any particular event or circumstances, except selling, transferring, or disposing the Securities made in full compliance with all applicable provisions of the Act, the rules and regulations promulgated by the Securities and Exchange Commission ("SEC") thereunder, and applicable state securities laws; and that the Securities are not liquid investments. The Company has no government obligation or intention to register the Securities for resale at this time, nor has the Company made any representations, warranties, or covenants regarding the registration of the Securities or compliance with Regulation A or some other insurance covering exemption under the Securities;Act. (c) there are risks associated with The Subscriber acknowledges that the purchase Securities must be held indefinitely unless subsequently registered under the Act or unless an exemption from such registration is available. The Subscriber is aware of the provisions of Rule 144 promulgated under the Act which permit limited resale of Securities acquired in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the Securities;, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has acquired and paid for the security to be sold, the sale being effected through a "broker's transaction" or in transactions directly with a "market maker" and the number of Securities being sold during any three-month period not exceeding specified limitations. The Subscriber acknowledges that the Subscriber is not relying on the Company in any way to satisfy the conditions precedent for limited resale of Securities pursuant to Rule 144 under the Act. (d) there are restrictions The Subscriber acknowledges that the Subscriber has had the opportunity to ask questions of, and receive answers from the Company or any person acting on its behalf concerning the Company and its business and to obtain any additional information, to the extent possessed by the Company (or to the extent it could have been required by the Company without unreasonable effort or expense) necessary to verify the accuracy of the information received by the Subscriber’s ability to resell the Securities and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities; (e) the Corporation has advised the Subscriber that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and. In connection therewith, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available to the Subscriber; (f) no prospectus has been filed by the Corporation with the Commissions in connection with the issuance of the Purchased Securities, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation and: (i) the Subscriber is restricted from using most of the civil remedies available under the Applicable Legislation; (ii) the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under the Applicable Legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the Applicable Legislation; and (g) the Subscriber acknowledges that the Subscriber has had the opportunity to discuss the Company's business, management and financial affairs with the Company's management or any person acting on its behalf. The Subscriber has received all the information, both written and oral, that it desires. Without limiting the generality of the foregoing, the Subscriber has been furnished with or has had the opportunity to acquire, and to review, (i) copies of the Company's publicly available documents, and (ii) all information, both written and oral, that it desires with respect to the Company's business, management, financial affairs and prospects, including the proposed acquisition of the business and assets of Xxx.xxx, Inc. In determining whether to make this investment, the Subscriber has relied solely on the Subscriber's own knowledge and understanding of the Company and its business based upon the Subscriber's own due diligence investigations and the information furnished pursuant to this paragraph. The Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this paragraph and the Subscriber has not relied on any other representations or information. (e) The Subscriber has all requisite legal and other power and authority to execute and deliver this Investment Agreement and to carry out and perform the Subscriber's obligations under the terms of this Investment Agreement. This Investment Agreement constitutes a valid and legally binding obligation of the Subscriber, enforceable in accordance with its terms, and subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other general principals of equity, whether such enforcement is considered in a proceeding in equity or law. (f) The Subscriber has not, and will not, incur, directly or indirectly, as a result of any action taken by the Subscriber, any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with this Investment Agreement. (g) To the extent the Subscriber deems necessary, the Subscriber has reviewed with the Subscriber's own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Investment Agreement. The Subscriber relies solely on such advisors and not on any statements or representations of the Company or any of its agents. The Subscriber understands that the Subscriber (and not the Company) shall be responsible for the Subscriber's own tax liability that may arise as a result of this investment or the transactions contemplated by this Investment Agreement. (h) This Investment Agreement does not contain any untrue statement of a material fact concerning the Subscriber. (i) There are no actions, suits, proceedings or investigations pending against the Subscriber or the Subscriber's properties before any court or governmental agency (nor, to the Subscriber's knowledge, is there any threat thereof) which would impair in any way the Subscriber's ability to enter into and fully perform the Subscriber's commitments and obligations under this Agreement or the transactions contemplated hereby. (j) The execution, delivery and performance of and compliance with this Investment Agreement, and the issuance of the Securities will not result in any material violation of, or conflict with, or constitute a material default under, any of Subscriber's articles of incorporation or bylaws, if applicable, or any of the Subscriber's material agreements nor result in the creation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of the Subscriber or the Securities. (k) Subscriber acknowledges that the Securities are speculative and involve a high degree of risk and that the Subscriber can bear the economic risk of the acquisition of the Securities, including a total loss of his/her/its investment. (l) The Subscriber recognizes that no federal, state or foreign agency has recommended or endorsed the acquisition of the Securities. (m) Subscriber is aware that the Securities are and will be, when issued, "restricted securities" as that term is defined in Rule 144 of the general rules and regulations under the Act. (n) Subscriber understands that any and all certificates representing the Securities and any and all securities issued in replacement thereof or in exchange therefor shall bear the following legend, or one substantially similar thereto, which Subscriber has read and understands: "The securities represented by this certificate have not been registered under the 1933 Securities Act of 1933. The securities have been acquired for investment and may not be offered sold, transferred or sold assigned in the United States unless registered absence of an effective registration statement for these securities under the Securities Act of 1933 Act or an opinion of the Company's counsel that registration is not required under said Act." (o) In addition, the certificates representing the Securities, and any and all securities issued in replacement thereof or in exchange therefor, shall bear such legend as may be required by the securities laws of all applicable states the jurisdiction in which the Subscriber resides. (p) Because of the United States or an exemption from such registration requirements is availablerestrictions imposed on resale, Subscriber understands that the Company shall have the right to note stop-transfer instructions in its stock transfer records, and Subscriber has been informed of the Company's intention to do so. Any sales, transfers, or any other dispositions of the Securities by Subscriber, if any, will be in compliance with the Act. (q) Subscriber acknowledges that Subscriber has such knowledge and experience in financial and business matters that he/she/it is capable of evaluating the merits and risks of an investment in the Securities and of making an informed investment decision. (r) Subscriber represents that (i) Subscriber is able to bear the economic risks of an investment in the Securities and to afford the complete loss of the investment; and (ii)(A) Subscriber could be reasonably assumed to have the capacity to protect his/her/its own interests in connection with this investment; or (B) Subscriber has a pre-existing personal or business relationship with either the Company or any affiliate thereof of such duration and nature as would enable a reasonably prudent investor to be aware of the character, business acumen and general business and financial circumstances of the Company or such affiliate and is otherwise personally qualified to evaluate and assess the risks, nature and other aspects of this investment. (s) Subscriber further represents that the Corporation address set forth below is his/her principal residence (or, if the Subscriber is a Company, partnership or other entity, the address of its principal place of business); that Subscriber is acquiring the Securities for Subscriber's own account and not, in whole or in part, for the account of any other person; Subscriber is acquiring the Securities for investment and not with a view to public resale or distribution; and that Subscriber has no obligation not formed any entity for the purpose of acquiring the Securities. (t) the Subscriber represents that Subscriber has not received any general solicitation or present intention of filing a registration statement under general advertising regarding the 1933 Act in respect of the Purchased Securities or any acquisition of the Securities.

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The Subscriber acknowledges undertakes, represents and warrants that it is not engaged in the business of distributing OTC Market Data and that: , to its knowledge after reasonable inquiry, it is receiving the OTC Market Data as authorized hereunder. Subscriber agrees that it will not use or permit any other Person to use OTC Market Data for any illegal purpose. Subscriber agrees that it will not use OTC Market Data in any way to compete with the Distributor or Exchange (aor third party content provider) no securities commission in their respective OTC Market Data businesses, nor use the OTC Market Data in any way so as to assist or similar regulatory authority allow a third party to compete with the Distributor or Exchange (or third party content provider) in their respective OTC Market Data businesses. Subscriber agrees that the provision of OTC Market Data hereunder is conditional upon Subscriber's strict compliance with the terms of this OTC Market Data Module and that the Distributor or Exchange (or third party content provider) may, with or without notice and with or without cause, forthwith discontinue said service whenever in its judgment there has reviewed been any default or passed on the merits breach by Subscriber of the Securities; (b) there is no government or other insurance covering the Securities; (c) there are risks associated with the purchase of the Securities; (d) there are restrictions on the Subscriber’s ability to resell the Securities provisions hereof. Subscriber further represents and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities; (e) the Corporation has advised the Subscriber warrants that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available to the Subscriber; (f) no prospectus has been filed by the Corporation with the Commissions in connection with the issuance of the Purchased Securities, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation and: (i) the Subscriber is restricted from using most of the civil remedies available under the Applicable Legislation; it has all necessary power and authority to perform this OTC Market Data Module; (ii) the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under the Applicable Legislationthis OTC Market Data Module is legal, valid, binding and enforceable against Subscriber; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under acceptance or performance of this OTC Market Data Module by Subscriber does not violate or will not violate any law, rule, regulation or order, or any agreement, document or instrument, binding on or applicable to Subscriber or the Applicable LegislationExchange (or third party content provider); and and (giv) its access to, receipt and use of the Subscriber acknowledges that the Securities have not been registered under the 1933 Act and may not OTC Market Data will be offered or sold in the United States unless registered under the 1933 Act and the securities laws of accordance with all applicable states of the United States or an exemption from such registration requirements is availablelocal laws, regulations, and that the Corporation has no obligation or present intention of filing a registration statement under the 1933 Act in respect of the Purchased Securities or any of the Securitiestreaties. OTC MARKET DATA IS PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND. SUBSCRIBER AGREES THAT THE OTC MARKET DATA IS PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND. SUBSCRIBER AGREES THAT NEITHER THE DISTRIBUTOR OR THE EXCHANGE (OR THIRD PARTY CONTENT PROVIDER) NOR ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, NOR ANY LICENSOR TO EXCHANGE (OR THIRD PARTY CONTENT PROVIDER) MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE OTC MARKET DATA OR THE TRANSMISSION, TIMELINESS, ACCURACY OR COMPLETENESS THEREOF, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR ANY WARRANTIES OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM ANY COURSE OF DEALING OR USAGE OF TRADE ARE HEREBY EXCLUDED TO THE FULL EXTEND PERMITTED BY LAW. SUBSCRIBER AGREES THAT THE DISTRIBUTOR, THE EXCHANGE (OR A THIRD PARTY CONTENT PROVIDER), NOR THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS, GUARANTEE THE SEQUENCE, ACCURACY OR COMPLETENESS OF THE OTC MARKET DATA, NOR SHALL ANY OF THEM BE LIABLE TO SUBSCRIBER OR ANY OTHER PERSON FOR ANY DELAYS, INACCURACIES, ERRORS OR OMISSIONS IN OTC MARKET DATA, OR IN THE TRANSMISSION THEREOF, OR FOR ANY OTHER DAMAGES ARISING IN CONNECTION WITH SUBSCRIBER'S RECEIPT OR USE OF OTC MARKET DATA, WHETHER OR NOT RESULTING FROM NEGLIGENCE ON THEIR PART, A FORCE MAJEURE EVENT OR ANY OTHER CAUSE. THE DISTRIBUTOR, THE EXCHANGE (OR A THIRD PARTY CONTENT PROVIDER), ITS AFFILIATES, THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS OR AGENTS SHALL NOT BE LIABLE TO SUBSCRIBER OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS, LIABILITY OR OTHER DAMAGE, DIRECT, INDIRECT OR CONSEQUENTIAL, ARISING OUT OF OR RELATING TO THIS OTC MARKET DATA MODULE ANO THE OTC MARKET DATA THEREUNDER, INCLUDING BUT NOT LIMITED TO ANY INACCURACY OR INCOMPLETENESS IN, OR DELAYS, INTERRUPTIONS, ERRORS OR OMISSIONS IN THE DELIVERY OF, THE SITE OR THE OTC MARKET DATA OR (II) ANY DECISION MADE OR ACTION TAKEN OR NOT TAKEN BY SUBSCRIBER, ITS CUSTOMERS OR ANY OTHER ENTITIES OR ANY OF THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS. THE DISTRIBUTOR, THE EXCHANGE (OR A THIRD PARTY CONTENT PROVIDER), AND THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES OR AGENTS SHALL NOT BE LIABLE TO THE SUBSCRIBER OR ANY OTHER PERSON OR ENTITY FOR LOSS OF BUSINESS REVENUES, LOST PROFITS OR ANY PUNITIVE, INDIRECT, CONSEQUENTIAL, SPECIAL OR SIMILAR DAMAGES WHATSOEVER, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBSCRIBER EXPRESSLY ACKNOWLEDGES THAT DISTRIBUTOR, EXCHANGE (OR A THIRD PARTY CONTENT PROVIDER) AND ITS AFFILIATES DO NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, TO SUBSCRIBER OR ANY THIRD PARTY WITH RESPECT TO THIS OTC MARKET DATA MODULE AND THE OTC MARKET DATA, INCLUDING, WITHOUT LIMITATION: (i) ANY WARRANTIES WITH RESPECT TO THE TIMELINESS, SEQUENCE, ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE OTC MARKET DATA OR (ii) ANY WARRANTIES AS TO THE RESULTS TO BE OBTAINED BY SUBSCRIBER OR ANY THIRD PARTY IN CONNECTION WITH THE USE OF THE OTC MARKET DATA. IF THE FOREGOING DISCLAIMER AND WAIVER OF LIABILITY SHOULD BE DEEMED INVALID OR INEFFECTIVE, THE CUMULATIVE LIABILITY OF DISTRIBUTOR, EXCHANGE (OR A THIRD PARTY CONTENT PROVIDER), AND THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, MEMBERS. EMPLOYEES, CONTRACTORS AND AGENTS SHALL NOT EXCEED THE SUM EQUIVALENT TO SUBSCRIBER'S MOST RECENT PAYMENT OF 3 MONTHS WORTH OF OTC MARKET DATA FEES.

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The Subscriber acknowledges thatrepresents and warrants as follows: (a) no securities commission or similar regulatory authority (i) Subscriber is an “accredited investor” as defined by Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”), as evidenced by the Accredited Investor Status Checklist (attached hereto as Exhibit A) and has reviewed or passed such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of Subscriber’s investment in the Securities, of making an informed investment decision with respect thereto, and has the ability and capacity to protect Subscriber’s interests. Subscriber shall submit to the Company such further assurances of accredited status as may reasonably be requested by the Company. (ii) Subscriber understands that the Company is relying on the merits accuracy of these representations and warranties and understands the significance of Subscriber’s representations and warranties to the Company that Subscriber is an accredited investor. By executing this Agreement, Subscriber agrees to notify the Company of any material changes affecting Subscriber’s status prior to the Company’s acceptance of the Securities;subscription. (b) there Subscriber understands that the Securities are not presently registered and the Company has no obligation to register the Securities or assist Subscriber in obtaining an exemption from registration except as described in the registration statement relating to the IPO (“Registration Statement”). Subscriber understands that the Private Placement Stock will not be registered under the Securities Act on the basis that the issuance of the Private Placement Stock is no government exempt under either Section 4(a)(2) of the Securities Act or other insurance covering Regulation D promulgated under the Securities;Securities Act as a transaction by an issuer not involving any public offering and that, in the view of the Securities and Exchange Commission (the “SEC”), the statutory basis for the exemption claimed may not be present if any of the representations and warranties of Subscriber contained in (a) through (d) of this Section 2 are untrue or, notwithstanding Subscriber’s representations and warranties, Subscriber currently contemplates acquiring any of the Securities for resale. (c) Subscriber is purchasing and acquiring the Securities for investment purposes and not with a view to distribution or resale, nor with the intention of selling, transferring or otherwise disposing of all or any part thereof for any particular price, or at any particular time, or upon the happening of any particular event or circumstance, except selling, transferring, or disposing the Securities made in full compliance with all applicable provisions of the Securities Act, the rules and regulations promulgated by the SEC thereunder, and applicable state securities laws; and Subscriber understands that an investment in the Securities is not a liquid investment. (d) Subscriber acknowledges that there exists no public market for the Securities, that no such public market may develop in the future, the Securities, when sold or issued, will be “restricted securities” and as a result, Subscriber acknowledges that the Securities may be required to be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available. Subscriber is aware of the provisions of Rule 144 promulgated under the Securities Act which permit resales of securities purchased in a private placement subject to certain limitations and to the satisfaction of certain conditions provided for thereunder, including, among other things, the existence of a public market for the securities, the availability of certain current public information about the company issuing the securities, the resale occurring not less than six months after a party has purchased and paid for the security to be sold, the sale being effected through a “broker’s transaction” or in transactions directly with a “market maker” and the number of securities being sold during any three-month period not exceeding specified limitations. Subscriber further acknowledges that the Securities will be subject to certain lock-up restrictions, as described in this Agreement, and may only be transferred pursuant to the terms of such lock-up. Subscriber also acknowledges that Rule 144 is not available for the resale of securities initially issued by shell companies or issuers that have been at any time previously a shell company and that Rule 144 will provide an exception to this prohibition only if (i) the Company has then ceased to be a shell company; (ii) the Company is then subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”); (iii) the Company has then filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the Company was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the Company filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. (e) Subscriber acknowledges that Subscriber has had the opportunity to ask questions of, and receive answers from the Company or any authorized person acting on its behalf concerning the Company’s proposed business plan and to obtain any additional information, to the extent possessed by the Company (or to the extent it could have been acquired by the Company without unreasonable effort or expense) necessary to verify the accuracy of the information received by Subscriber. In connection therewith, Subscriber acknowledges that Subscriber has had the opportunity to discuss the Company’s proposed business, management and financial affairs with the Company’s management or any authorized person acting on its behalf. Subscriber has received and reviewed all the information concerning the Securities and the Company’s business, management, financial affairs, prospects and risks, both written and oral, that Subscriber desires. In determining whether to make this investment, Subscriber has relied solely on (i) Subscriber’s own knowledge and understanding of the Company and its proposed business based upon Subscriber’s own due diligence investigations and the information furnished pursuant to this paragraph, (ii) the information described in subparagraph 2(g) below and (iii) the representations and warranties of the Company made to Subscriber in this Agreement. (f) Subscriber has all requisite legal and other power and authority to execute and deliver this Agreement and to carry out and perform Subscriber’s obligations under the terms of this Agreement. This Agreement constitutes a valid and legally binding obligation of Subscriber, enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other general principals of equity, whether such enforcement is considered in a proceeding in equity or law. (g) Subscriber has carefully considered and has discussed with Subscriber’s legal, tax, accounting and financial advisors, to the extent Subscriber has deemed necessary, the suitability of this investment and the transactions contemplated by this Agreement for Subscriber’s particular federal, state, local and foreign tax and financial situation and has independently determined that this investment and the transactions contemplated by this Agreement are risks associated a suitable investment for Subscriber. Subscriber has relied solely on such advisors and not on any statements or representations of the Company or any of its agents. Subscriber understands that Subscriber (and not the Company) shall be responsible for Subscriber’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. (h) There are no actions, suits, proceedings or investigations pending against Subscriber or Subscriber’s assets before any court or governmental agency (nor, to Subscriber’s knowledge, is there any threat thereof) which would impair in any way Subscriber’s ability to enter into and fully perform Subscriber’s commitments and obligations under this Agreement or the transactions contemplated hereby. (i) The execution, delivery and performance of and compliance with this Agreement and the sale and issuance of the Securities will not result in any violation of, or conflict with, or constitute a default under, any of Subscriber’s articles of incorporation, by-laws, operating agreement, partnership agreement, or trust agreement, if applicable, or any agreement to which Subscriber is a party or by which it is bound. (j) Subscriber acknowledges that an investment in the Securities is speculative and involves a high degree of risk and that Subscriber can bear the economic risk of the purchase of the Securities;, including a total loss of its investment. Subscriber acknowledges and understands and agrees that in the event the Company is unable to consummate an initial merger, stock exchange, asset acquisition or other similar business combination (the “Business Combination”) within a certain period of time following the closing of the IPO, then Subscriber may lose its entire investment. (dk) there are restrictions on Subscriber understands that the officers and directors of the Company, and other similarly situated individuals, may receive better terms than those being offered to Subscriber hereby, which have been disclosed to Subscriber’s ability to resell . (l) Subscriber recognizes that no federal, state or foreign agency has reviewed, recommended or endorsed the purchase of the Securities or any facts or circumstances related thereto. (m) Subscriber is aware that (i) the Company will have no operations and it no commitments for any additional capital that may be needed in the future and (ii) the Company will be a shell company. Subscriber has experience in evaluating the risks of investing in early stage development companies and blank check companies. (n) Subscriber represents that Subscriber is not purchasing or acquiring the responsibility Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over the Internet, television or radio or presented at any seminar or meeting or any public announcement or filing of or by the Company or any of its affiliates, agents or representatives. (o) Subscriber has carefully read each of the Subscriber to find out what those restrictions are terms and to comply with them before selling the Securities;provisions of this Agreement. (ep) No representations or warranties have been made to Subscriber by the Corporation Company or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company contained herein, and in purchasing the Founders Shares and subscribing for the Private Placement Stock, Subscriber is not relying upon any representations other than those contained in this Agreement. Subscriber has advised not been furnished with any oral representation or oral information in connection with or in any way relating to the Private Placement or the proposed business or prospects of the Company. (q) Subscriber that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus represents and to sell securities through a person registered to sell securities under the Applicable Legislation andwarrants it has not engaged any finder, broker, agent, financial advisor or other intermediary, nor any purchaser representative or any broker-dealer acting as a consequence of acquiring securities pursuant broker, that is entitled to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available to the Subscriber; (f) no prospectus has been filed by the Corporation with the Commissions any compensation in connection with the issuance of transactions contemplated by this Agreement. (r) Subscriber acknowledges that if the Purchased SecuritiesCompany does not complete an initial Business Combination within the required time period, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation and: (i) the Subscriber is restricted from using most assets in the Company’s trust account, including any remaining proceeds of the civil remedies available under sale of the Applicable Legislation; Private Placement Stock, will be used to fund the redemption of its public shares and (ii) that there will be no liquidating distributions from the Subscriber may not receive information that would otherwise be required to be provided Company’s trust account with respect to the Subscriber under Securities held by the Applicable Legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the Applicable Legislation; and (g) the Subscriber acknowledges that the Securities have not been registered under the 1933 Act and may not be offered or sold in the United States unless registered under the 1933 Act Sponsor, and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and that the Corporation has no obligation or present intention of filing a registration statement under the 1933 Act in respect of the Purchased Securities or any of the SecuritiesPrivate Placement Stock will expire worthless.

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The Subscriber acknowledges that:hereby represents and warrants to the Company that the following statements are correct on the date of this Agreement and will be true and correct on the date of the purchase of the Shares as though made on such date. (a) no securities commission or similar regulatory Subscriber has full power, authority has reviewed or passed on and legal right to enter into this Agreement and to consummate the merits transactions contemplated hereby and this Agreement constitutes a legal, valid and binding obligation of the Securities;Subscriber enforceable in accordance with its terms. (b) there is no government or other insurance covering the Securities; (c) there are risks associated with the purchase of the Securities; (d) there are restrictions on the Subscriber’s ability to resell the Securities and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities; (e) the Corporation has advised the Subscriber been informed that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus Shares have not been and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available to the Subscriber; (f) no prospectus has been filed by the Corporation with the Commissions in connection with the issuance of the Purchased Securities, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation and: (i) the Subscriber is restricted from using most of the civil remedies available under the Applicable Legislation; (ii) the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under the Applicable Legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the Applicable Legislation; and (g) the Subscriber acknowledges that the Securities have not been registered under the 1933 Securities Act and may of 1933, as amended (the “Securities Act”) or any state securities laws and, therefore, cannot be offered or sold in the United States resold unless they are registered under the 1933 Securities Act and the applicable state securities laws of all applicable states of the United States or unless an exemption from such registration requirements is available. The Subscriber is aware that, except as set forth herein, the Company is under no obligation to effect any such registration or to file for or comply with any exemption from registration. The sale and issuance of the Shares have not been registered under the Securities Act by reason of a specific exemption from registration which depends upon, among other things, the accuracy of the Purchaser representations as expressed herein. (c) The Shares, and that (if applicable) any securities issued in respect of or exchange for the Corporation foregoing may be notated with the following or a similar legend as well as other legends as may be required by applicable securities laws: “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO TRANSFER OF SUCH SHARES MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.” (d) Subscriber is acquiring the Shares for its own account for investment and not with a view to the sale or distribution thereof or the granting of any participation therein in violation of the securities laws, and has no obligation or present intention of filing distributing or selling to others any of such interest or granting any participation therein in violation of the securities laws. No one else has a registration statement beneficial interest in the Shares. Subscriber does not intend to and will not resell the Shares unless, at a future date, they are registered under the 1933 Act or a specific exemption from registration is available to Subscriber in connection with any such resale. Subscriber understands that an exemption from such registration may be available pursuant to Rule 144 promulgated under the Act by the Securities and Exchange Commission but that in no event may Subscriber sell the Shares pursuant to Rule 144 prior to the expiration of a one-year period after Subscriber has acquired the Shares and a minimum two-year holding period may be required in some cases; and that any sales pursuant to Rule 144 can only be made in full compliance with the provisions thereof. Subscriber is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Act. (e) Subscriber has such knowledge and experience in financial, taxation, securities, investments and other business matters that it is capable of evaluating the merits and risks of Subscriber’s investment in the Shares or has obtained the advice of an attorney, certified public accountant or registered investment advisor with respect to the merits and risks of its investment in the Purchased Securities Shares. Subscriber has not relied on the Company or any of its officers, directors or professional advisors for advice as to the Securitieseconomic, legal or tax consequences of an investment in the Shares. Subscriber understands that the Company is subject to all of the risks set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, and Quarterly Reports on Form 10-Q for the fiscal quarters ended March, 31, June 30, 2020 and September 30, 2020. Subscriber has taken full cognizance of and understands those risks and the effect they may have on the Subscriber’s investment. (f) Subscriber understands that its investment in the Shares and the Company is speculative and may remain so for an indefinite period, that substantial additional investments in the Company may be required and that there is no assurance that any such additional investments can be obtained, and acknowledges that it is able to bear the economic risk of its investment in the Shares should it be determined ultimately to be worthless. (g) Subscriber recognizes the speculative nature and risks of loss associated with an investment in the Company and represents that the Shares subscribed for constitute an investment which is suitable and consistent with Subscriber’s investment program. Subscriber has the financial ability to bear the economic risk of its investment in the Shares, including a possible loss of its entire investment, has adequate means of providing for its current needs and contingencies and has no need to liquidity in its investment in the Company. Subscriber acknowledges that Subscriber may find it impossible to liquidate the investment at a time when it may be desirable to do so, or at any other time. Subscriber’s overall commitment to investments which are not readily marketable is not disproportionate to its net worth and its investment in the Company will not cause such overall commitment to become excessive. (h) Neither the Company nor any person acting on its behalf has offered, offered to sell, offered for sale or sold to Subscriber by means of any form of general solicitation or general advertising. (i) Neither the execution, delivery, nor performance of this Agreement by Subscriber violates or conflicts with, creates (with or without the giving of notice or the lapse of time, or both) a default under or a lien upon any of Subscriber’s assets or properties pursuant to, entitles any party to terminate, or requires the consent, approval or order of any government or governmental agency or other person or entity under (i) any material agreement to which Subscriber is a party or by which Subscriber or any of Subscriber’s properties or assets is bound or (ii) any statute, law, rule, regulation, order, judgment or decree binding upon or applicable to Subscriber or Subscriber’s assets or properties. (j) Subscriber is either (i) an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act, or (ii) a Non U.S. Person as defined under Regulation S promulgated under the Securities Act. To the extent that the Purchaser is a non U.S. Person, the Purchaser (x) is not acquiring Purchased Shares for the account or benefit of any U.S. Person, (y) is not, at the time of execution of this Agreement, and will not be, at the time of the Closing, in the United States and (z) is not a “distributor” (as defined in Regulation S promulgated under the Securities Act).

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The To induce the Holding Company to accept this Subscription Agreement, Subscriber acknowledges hereby represents and warrants to, and agrees with, the Holding Company that: (a) Subscriber has received a copy of this Subscription Agreement and all exhibits and supplements thereto and any amendments thereof (the “Subscription Materials”) regarding an investment in the Preferred Shares, has read the Subscription Materials carefully, is fully familiar with the contents of the Subscription Materials and hereby adopts, accepts and agrees to be bound by the terms of the Subscription Materials if and when this Subscription Agreement is accepted by the Holding Company. b) The Preferred Shares were not offered to Subscriber by any means of general solicitation or general advertising. Subscriber has received no securities commission oral or similar regulatory authority written representations, warranties or communications with respect to the offering of Preferred Shares other than those contained in the Subscription Materials, and, in entering into this transaction, Subscriber is not relying upon any information other than that contained in the Subscription Materials or that resulting from Subscriber’s own investigation of the Preferred Shares, the Holding Company and the Bank. Subscriber’s own investigation has reviewed included such review as Subscriber has considered necessary or passed appropriate of the Holding Company’s annual report on Form 10-K for the year ended December 31, 2009 and quarterly reports on Form 10-Q for the quarters ended March 31, 2010, June 30, 2010 and September 30, 2010, each as filed with the Securities and Exchange Commission (the “SEC”), and the Holding Company’s other filings (including any furnished current reports on Form 8-K) with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since December 31, 2009 and prior to the date of Subscriber’s execution and delivery hereof (such annual report, quarterly reports and other filings, the “Company 2010 SEC Filings”). It never has been represented, guaranteed or warranted, whether express or implied, by the Holding Company, any officer, director, shareholder, partner, employee or agent of the Holding Company, any broker or dealer or any other person, that the Holding Company or Subscriber will realize any amount or type of consideration, profit or loss as a result of activities of the Holding Company or Subscriber’s investment in the Preferred Shares. With respect to tax and other economic considerations involved in an investment in the Securities, Subscriber is not relying on the Holding Company. Subscriber has carefully considered and has, to the extent Subscriber believes such discussion necessary, discussed with Subscriber’s professional legal, tax, accounting and financial advisers the suitability of an investment in the Preferred Shares for Subscriber’s particular tax and financial situation and has determined that the Preferred Shares included in Subscriber’s offer to purchase hereunder are a suitable investment for Subscriber. c) Subscriber has had an opportunity to ask questions of and receive answers from the Holding Company concerning the terms of this investment, all such questions have been answered to the full satisfaction of Subscriber, and Subscriber has had the opportunity to request and obtain any additional information Subscriber deemed necessary to verify the information contained in the Subscription Materials. d) Subscriber has the knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Securities. Subscriber recognizes that an investment in the Securities involves substantial risks, and has taken full cognizance of, and understands, all of the Securities; (b) there is no government or other insurance covering risk factors related to the Securities; (c) there are risks associated with purchase of Preferred Shares, including those set forth in the Company 2010 SEC Filings. Subscriber has determined that the purchase of the Securities; (d) there are restrictions on the Securities is consistent with Subscriber’s ability investment objectives. Subscriber is able to bear the economic risks of an investment in the Securities, and at the present time could afford a complete loss of such investment. e) Subscriber is (i) acquiring the Preferred Shares and (ii) upon conversion of the Preferred Shares will acquire the Conversion Shares, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempt from registration under the 1933 Act. Subscriber does not presently have any agreement or understanding, directly or indirectly, with any Person to resell the Securities and it is the responsibility or distribute any of the Securities. Subscriber to find out what those restrictions are and to comply with them before selling the Securities; is not a broker-dealer (eregistered or otherwise) the Corporation has advised the or an Affiliate of a broker-dealer. Subscriber understands that the Corporation is relying on an exemption from certificates or other instruments representing the requirements to provide Preferred Shares and the Subscriber with stock certificates representing the Conversion Shares, except as set forth below, shall bear the following legend (or a prospectus substantially similar legend and to sell securities through a person registered to sell securities under the Applicable Legislation andsuch other legends as may be required by state blue sky laws): “[THESE SECURITIES] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as a consequence of acquiring securities pursuant to this exemptionAS AMENDED, certain protectionsOR UNDER THE SECURITIES ACT OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SECURITIES UNDER THE SECURITIES ACT OF 1933, rights and remedies provided by the Applicable LegislationAS AMENDED, including statutory rights of rescission or damagesAND SUCH STATE OR OTHER LAWS AS MAY BE APPLICABLE, will not be available to the Subscriber;OR RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE HOLDING COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” (f) no prospectus has been filed by the Corporation with the Commissions Subscriber understands that, in connection with the issuance of offering described in the Purchased SecuritiesSubscription Materials, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation and: (i) the Subscriber is restricted from using most of the civil remedies available under the Applicable Legislation; (ii) the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under the Applicable Legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the Applicable Legislation; and (g) the Subscriber acknowledges that the Securities have not been registered under the 1933 Act Act, nor under the securities laws of any state or other jurisdiction. The offering and may not sale of the Securities is intended to be offered or sold in the United States unless registered exempt from registration under the 1933 Act by virtue of Section 4(2) of the 1933 Act and Rule 506 of Regulation D thereunder and applicable state securities laws. The Securities have not been approved or disapproved by the securities SEC or by any other federal or state agency, and no such agency has passed on the accuracy or adequacy of the Subscription Materials, nor made any finding or determination as to the fairness or suitability of an investment in the Securities. g) Subscriber, if a natural person, has reached the age of maturity in the state or other jurisdiction in which Subscriber resides and is legally competent to execute this Subscription Agreement and to make the representations and warranties contained herein. If Subscriber is other than a natural person: (i) Subscriber is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is formed; (ii) Subscriber has all applicable states the requisite right, power, authority and capacity to enter into this Subscription Agreement and to consummate the transactions contemplated hereby; (iii) Subscriber has taken all necessary action to authorize the execution, delivery and performance of this Subscription Agreement; and (iv) Subscriber has not been organized or reorganized for the United States or specific purpose of acquiring the Securities, unless each beneficial owner of such entity is an exemption from such registration requirements is available, and that “accredited investor” within the Corporation has no obligation or present intention meaning of filing a registration statement Rule 501(a) of Regulation D promulgated under the 1933 Act (“Accredited Investor”) and has submitted information substantiating such qualification. h) This Subscription Agreement has been duly executed and delivered by Subscriber and constitutes a legal, valid and binding obligation of Subscriber, enforceable against Subscriber in respect accordance with its terms, except as such enforceability may be limited by general principles of equity, applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, and the enforcement of applicable creditors’ rights. i) Subscriber is an Accredited Investor, in each of the Purchased Securities categories initialed by Subscriber in paragraph (m) below. Failure so to qualify as an Accredited Investor will disqualify Subscriber from investing in the Securities. j) Subscriber understands that no interest will be earned on the Purchase Price while such funds are on deposit in the Escrow Account. k) Except for possible approval by the Federal Reserve Board, neither the execution, delivery or performance of this Subscription Agreement by Subscriber will result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, violate, result in the acceleration of, create in any party any right to accelerate, terminate, modify or cancel, or require any notice, consent, approval or waiver under, any material Contractual Obligation or any Requirement of Law of Subscriber or any of Subscriber’s properties and assets, except as would not have a material adverse effect on the authority or ability of the Holding Company to perform its obligations under this Subscription Agreement or the Series F Certificate of Designations. l) The information contained in this Subscription Agreement is true, correct and complete in all respects as of the date hereof. m) Subscriber has initialed each of the following categories that describes Subscriber’s financial condition or status: Initial (i) Subscriber is a director or executive officer of the Holding Company. Initial (ii) Subscriber is a natural person whose individual net worth or joint net worth (excluding the value of such natural person’s primary residence) with his or her spouse, as of the date hereof, exceeds $1,000,000. Initial (iii) Subscriber is a natural person who had an individual income in excess of $200,000 (or joint income with his or her spouse in excess of $300,000) in each of 2009 and 2010 and has a reasonable expectation of reaching the same income (or joint income) level in 2011. Initial (iv) Subscriber lawfully acts on behalf of a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a “sophisticated person” (i.e., a person who has such knowledge and experience in financial and business matters that he (she) is capable of evaluating the merits and risks of an investment in the Securities). Initial (v) Subscriber is a bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or a fiduciary capacity. Initial (vi) Subscriber is a broker or dealer registered pursuant to Section 15 of the Exchange Act. Initial (vii) Subscriber is an insurance company as defined in Section 2(13) of the Act. Initial (viii) Subscriber is an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act. Initial (ix) Subscriber is a Small Business Investment Bank licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958. Initial (x) Subscriber is a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, and such plan has total assets in excess of $5,000,000. Initial (xi) Subscriber is a private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940. Initial (xii) Subscriber is an organization described in Section 501(c)(3) of the Code, a corporation, Massachusetts or similar business trust, limited liability company or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000. initial (xiii) Subscriber is an entity in which all of the equity owners are Accredited Investors. If this item is applicable, please give the name of each equity owner and the category or categories (as listed above) applicable to each: Name Category Initial (xiv) Subscriber is an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (“ERISA”), and (A) the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or (B) the employee benefit plan has total assets in excess of $5,000,000 or (C) the employee benefit plan is a self-directed plan with investment decisions made solely by persons that are Accredited Investors.

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering The As an inducement to MLAI LLC to accept this Subscription Agreement on behalf of the Fund, the Subscriber acknowledges thathereby represents and warrants to MLAI LLC, the Fund, the Commodity Broker and the Selling Agent as follows: (a) no securities commission or similar regulatory authority has reviewed or passed If an individual, the Subscriber is over 21 years old and is legally competent to execute this Subscription Agreement; if an entity, the Subscriber is duly authorized and qualified to become a Limited Partner in the Fund, and the person executing this Subscription Agreement on the merits behalf of the Securities;Subscriber has been duly authorized by the Subscriber to execute and deliver this Subscription Agreement on behalf of the Subscriber. ENTITY SUBSCRIBERS MUST CONFIRM THAT THEY ARE AUTHORIZED TO INVEST IN A SPECULATIVE, NON-TRADITIONAL COMMODITY POOL SUCH AS THE FUND. MANY ENTITIES MAY NOT, IN FACT, BE AUTHORIZED -- PURSUANT TO THEIR CHARTER DOCUMENTS, INVESTMENT POLICIES OR OTHER APPLICABLE PROVISIONS -- TO INVEST IN THE UNITS. (b) there The subscriber understands that MLAI LLC is no government or other insurance covering affiliated with the Securities;Commodity Broker and the Selling Agent. The Subscriber further understands that Sunrise Capital Partners, LLC (the "Trading Advisor") has had, and will continue to have, ongoing business dealings with MLAI LLC and its affiliates and that the Fund is subject to conflicts of interest. (c) there are risks associated Neither the Subscriber, if an entity, nor its sponsor is required to be (i) registered with the purchase Commodity Futures Trading Commission ("CFTC") in any capacity under the Commodity Exchange Act or applicable CFTC rules, or (ii) a member of the Securities;National Futures Association ("NFA"); in each case despite the Fund's status as a "commodity pool." In the alternative, the Subscriber and/or its sponsor is (iii) properly registered with the CFTC in all capacities in which it is required to be registered under the Commodity Exchange Act and applicable CFTC rules and (iv) a member in good standing of the NFA in such capacities. IF THE SUBSCRIBER IS AN ENTITY AND IS NOT REGISTERED WITH THE CFTC AND A MEMBER IN GOOD STANDING OF THE NFA, THE SUBSCRIBER MUST INCLUDE AS A SEPARATE DOCUMENT DELIVERED TOGETHER WITH THIS SUBSCRIPTION AGREEMENT AN EXPLANATION OF WHY THE SUBSCRIBER'S SPONSOR NEED NOT REGISTER AS A "COMMODITY POOL OPERATOR." IN GENERAL, DUE TO THE FUND'S STATUS AS A "COMMODITY POOL," THE SUBSCRIBER'S AND/OR ITS SPONSOR WOULD NEED TO BE SO REGISTERED AND TO BE A MEMBER IN GOOD STANDING OF THE NFA IN SUCH CAPACITY IN ORDER FOR THE SUBSCRIBER TO PURCHASE UNITS, UNLESS EXPRESS EXEMPTIVE RELIEF HAS BEEN OBTAINED FROM THE CFTC. (d) there are restrictions on The Subscriber has had substantive business dealings with Xxxxxxx Xxxxx or a Xxxxxxx Xxxxx Financial Advisor for at least six months, and believes that Xxxxxxx Xxxxx or such Xxxxxxx Xxxxx Financial Advisor should have sufficient information available to it to be able to assess the Subscriber’s ability to resell 's financial position as well as the Securities Subscriber's financial knowledge and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities;sophistication. (e) the Corporation has advised the The Subscriber that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under the Applicable Legislation and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available to the Subscriber;'s purchaser representative, if any, have received and carefully read a copy of the Fund's Memorandum. (f) The Subscriber understands that no prospectus federal or state agency or securities or commodity exchange has been filed by reviewed the Corporation with Memorandum or the Commissions in connection with the issuance private placement of the Purchased Securities, Units or made any finding or determination as to the issuance is exempted from the prospectus and registration requirements fairness of the Applicable Legislation and: (i) business terms of an investment in the Subscriber is restricted from using most of the civil remedies available under the Applicable Legislation; (ii) the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under the Applicable Legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the Applicable Legislation; andFund. (g) The Subscriber is acquiring the Units for which the Subscriber acknowledges has hereby subscribed for the Subscriber's own account, as principal, for investment and not with a view to the resale or distribution of all or any of such Units. The Subscriber understands that the Securities Units have not been registered under the 1933 Securities Act or any similar state law and may cannot be offered transferred or sold assigned except with the consent of MLAI LLC (which MLAI LLC does not expect to give except under unusual circumstances). (h) The Subscriber understands that the data in the United States unless registered under performance information in the 1933 Act and Memorandum should be read only in conjunction with the securities laws of all applicable states of the United States or an exemption from notes to such registration requirements is availableinformation, and that such information should not be interpreted to mean that the Corporation has no obligation Fund will have similar results or present intention of filing a registration statement under will realize any profits whatsoever. Furthermore, the 1933 Act in respect Subscriber confirms that none of the Purchased Securities Trading Advisor, the Fund or any General Partner or any Affiliate (each of the SecuritiesGeneral Partner and its Affiliates, a "General Partner Party"), as "Affiliate" is defined in Section 15(b) of the Agreement of Limited Partnership (the "Partnership Agreement") of the Fund, guarantees the success of an investment in the Units or that substantial losses will not be incurred on such investment.

Representations and Warranties of Subscriber. 2.1 Acknowledgements concerning offering Subscriber hereby represents and warrants to the Company as follows: i) Subscriber is an “Accredited Investor” as such term is defined under Rule 501 of the Securities Act of 1933, as amended (the “Securities Act” or the “1933 Act”) and has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of an investment in the Company and the suitability of the Securities as an investment for Subscriber; ii) The Subscriber is acquiring the Securities for its own account for long-term investment and not with a view toward resale, fractionalization or division, or distribution thereof, and it does not presently have any reason to anticipate any change in its circumstances, financial or otherwise, or particular occasion or event which would necessitate or require its sale or distribution of the Securities. No one other than the Subscriber has any beneficial interest in said securities. The Subscriber is purchasing the Securities for its account for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof; iii) Subscriber is able to bear the economic risk of the investment in the Securities and Subscriber has sufficient net worth to sustain a loss of Subscriber’s entire investment in the Company without economic hardship if such a loss should occur; iv) The undersigned recognizes that the investment herein is a speculative venture and that the total amount of funds tendered to purchase Securities is placed at the risk of the business and may be completely lost. The purchase of Securities as an investment involves special risks; v) Subscriber acknowledges and is aware of the following: (1) There are substantial restrictions on the transferability of the Securities; the Securities will not be, and investors in the Company have no right to require that the Securities be registered under the 1933 Act; there may not be any public market for the Securities; Subscriber may not be able to use the provisions of Rule 144 of the 1933 Act with respect to the resale of the Securities; and accordingly, Subscriber may have to hold the Securities indefinitely and it may not be possible for Subscriber to liquidate Subscriber’s investment in the Company. Subscriber agrees that the Securities shall not be sold, transferred, pledged or hypothecated unless such sale is exempt from registration under the 1933 Act. Subscriber also acknowledges that Subscriber shall be responsible for compliance with all conditions on transfer imposed by any blue sky or securities law administrator and for any expenses incurred by the Company for legal or accounting services in connection with reviewing a proposed transfer; and (2) No federal or state agency has made any finding or determination as to the fairness of the Offering of the Securities for investment or any recommendation or endorsement of the Securities; vi) The Subscriber has carefully considered and has, to the extent it believes such discussion is necessary, discussed with its professional, legal, tax and financial advisors, the suitability of an investment in the Securities for its particular tax and financial situation and that the Subscriber and its advisers, if such advisors were deemed necessary, have determined that the Securities are a suitable investment for it; vii) The Subscriber confirms and certifies that: (a) no securities commission The Subscription hereunder is irrevocable by Subscriber, except as required by law, Subscriber is not entitled to cancel, terminate or similar regulatory authority has reviewed revoke this Agreement or passed on any agreements of Subscriber hereunder. If Subscriber is more than one person, the merits obligations of Subscriber hereunder shall be joint and several and the Securities;agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or her heirs, executors, administrators, successors, legal representatives and permitted assigns. Subscription Agreement (b) there is no government No federal or other insurance covering state agency has made any findings or determination as to the fairness of the terms of this Offering for investment purposes; or any recommendations or endorsements of the Securities;. (c) there are risks associated with The Offering is intended to be exempt from registration under the purchase Securities Act by virtue of Section 4(2) of the Securities;Securities Act and the provisions of Rule 506 of Regulation D and/or Regulation S thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by the Subscriber herein. (d) there are restrictions on It is understood that in order not to jeopardize the SubscriberOffering’s ability to resell exempt status under Section 4(2) of the Securities Act and it is the responsibility of Regulation D or Regulation S, any transferee may, at a minimum, be required to fulfill the Subscriber to find out what those restrictions are and to comply with them before selling the Securities;suitability requirements thereunder. (e) the Corporation has advised the Subscriber that the Corporation is relying No person or entity acting on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities behalf, or under the Applicable Legislation andauthority, as a consequence of acquiring securities pursuant Subscriber is or will be entitled to any broker’s, finder’s or similar fee or commission in connection with this exemption, certain protections, rights and remedies provided by the Applicable Legislation, including statutory rights of rescission or damages, will not be available to the Subscriber;subscription. (f) no prospectus has been filed by the Corporation with the Commissions in connection with the issuance of the Purchased SecuritiesIN MAKING AN INVESTMENT DECISION, the issuance is exempted from the prospectus and registration requirements of the Applicable Legislation and: (i) the Subscriber is restricted from using most of the civil remedies available under the Applicable Legislation; (ii) the Subscriber may not receive information that would otherwise be required to be provided to the Subscriber under the Applicable Legislation; and (iii) the Corporation is relieved from certain obligations that would otherwise apply under the Applicable Legislation; andSUBSCRIBER MUST RELY ON HIS, HER, OR ITS OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SHARES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. (g) the Subscriber acknowledges that the Securities have not been registered under the 1933 Act and may not be offered or sold in the United States unless registered under the 1933 Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and that the Corporation has no obligation or present intention of filing a registration statement under the 1933 Act in respect of the Purchased Securities or any of the SecuritiesTHIS SUBSCRIPTION DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT PERMITTED UNDER APPLICABLE LAW OR TO ANY FIRM OR INDIVIDUAL THAT DOES NOT POSSESS THE QUALIFICATIONS PRESCRIBED IN THIS SUBSCRIPTION.