Common use of Representations of Subscriber Clause in Contracts

Representations of Subscriber. The undersigned hereby represents and warrants as follows: (a) The undersigned has received and read the Company’s business plan and power point presentation (the “Offering Materials”), together with additional information and documentation provided pursuant thereto, including information furnished on his request. The undersigned understands and acknowledges that such information contains certain forward- looking statements and information relating to the Company that are based on the beliefs of management, as well as assumptions made by and information currently available to management, and that when used in the offering information, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” and similar expressions, as they relate to the Company and its management, are intended to identify forward-looking statements. The undersigned understands and acknowledges that these statements reflect the current view of the Company respecting future events and are subject to certain risks, uncertainties, and assumptions, including the risks and uncertainties noted, and that, should one or more of such risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the Offering Materials as anticipated, believed, estimated, expected, and intended. The undersigned understands the risks associated with a business enterprise with no revenue and limited capitalization in a highly competitive business characterized by rapid technological change. (b) The undersigned has had sufficient interactions with the Company’s management and has been provided with supporting documentation, if requested, which he has read and understands, in order to make an informed investment decision. The undersigned is basing his decision to invest solely on the information provided and has not relied on any other representations made by the Company and its affiliates. (c) The undersigned understands that an investment in a Convertible Note is speculative and involves numerous significant risks, the occurrence of any one of which could result in the loss of his entire investment. The undersigned is fully cognizant of, and understands all of, the risks relating to a purchase of a Convertible Note, including those risks set forth in the Offering Materials. (d) The undersigned understands that the Company is in the process of raising up to $5,000,000 for the purposes set forth in the Offering Materials and for general working capital. (e) The undersigned’s overall commitment to investments that are not readily marketable is not disproportionate to his individual net worth, and his investment in a Convertible Note will not cause his overall commitment to become excessive. (f) The undersigned has adequate means of providing for his financial requirements, both current and anticipated, and has no need for liquidity in an investment in a Convertible Note. (g) The undersigned was at no time solicited by any leaflet, public promotional meeting, circular, newspaper and magazine article, internet contact, radio and television advertisement, and any other form of general advertising and solicitation in connection with the offer, sale, and purchase of a Convertible Note through this Agreement. (h) The undersigned can bear and is willing to accept the economic risk of losing his entire investment. (i) The undersigned is acquiring a Convertible Note for his own account and for investment purposes only and has no present intention, agreement, and arrangement for the distribution, transfer, assignment, resale, and subdivision of a Convertible Note or of the Common Stock, either currently or after the passage of a fixed or determinable period or on the occurrence or nonoccurrence of any predetermined event and circumstance. (j) The undersigned has such knowledge and experience in financial and business matters that he is capable of evaluating the Company, the proposed activities thereof, and the risks and merits of investing in a Convertible Note and is not using a purchaser representative (as defined in Regulation D) in connection with the evaluation of such risks and merits, or the undersigned and his purchaser representatives listed below, together, have such knowledge and experience in financial and business matters that they are capable of evaluating the Company, the proposed activities thereof, and the risks and merits of investing in a Convertible Note. (k) If a resident of the United States, the undersigned is a resident of the state set forth on the signature page of this Agreement and has a principal residence within such state, maintains a driver’s license and voter registration only within such state, pays income taxes (when applicable) only to such state, and intends to remain a citizen of such state for the foreseeable future, or if the undersigned cannot make this representation, his reason is satisfactory to the Company, in its sole and absolute discretion. (l) The undersigned is an “accredited investor” as defined under Rule 501 of Regulation D of the Securities Act, as summarized in Exhibit “A”. (m) The undersigned understands the offering has not been registered under the Securities Act and applicable state and other securities laws, that the Convertible Notes are subject to significant restrictions on transfer under such securities laws, and that the undersigned cannot sell, distribute, and otherwise transfer the Convertible Note or the Common Stock unless the Convertible Note or Common Stock is registered under the Securities Act and applicable state and other securities laws or unless an exemption from registration is available. The undersigned may, therefore, be required to hold the Convertible Note until maturity and, if converted, the Common Stock for an indefinite period. (n) The undersigned acknowledges that neither the SEC nor the securities commission of any state or other federal agency has made any determination as to the merits of purchasing the Convertible Notes. (o) All information that the undersigned has provided to the Company and its agents and representatives concerning his suitability to invest in the Company is complete, accurate, and correct as of the date of the signature on the last page of this Agreement, including information concerning his personal financial affairs and business position and the knowledge and experience of the undersigned and his advisers. (p) The undersigned acknowledges that this Agreement may be accepted or rejected, in whole or in part, by the Company and that, to the extent the subscription may be rejected, the accompanying subscription payment will be refunded without payment of interest and without deduction of expenses. (q) The undersigned acknowledges and agrees that no portion of the Offering Materials may be reproduced and redistributed, except to his advisers, without the Company’s prior written consent, which consent may be withheld and conditioned in the Company’s sole discretion. The undersigned will not, without the Company’s prior written permission and consent, use any of the information in the Offering Materials for any purpose whatsoever other than evaluating a potential purchase of a Convertible Note. (r) Neither the undersigned nor any of his affiliates will effect any transactions in the Convertible Note or Common Stock while in possession of material, nonpublic information regarding the Company.

Representations of Subscriber. The undersigned As an inducement to you to sell me the Shares for which I have subscribed, I hereby represents and warrants represent to you as followsfollows (either in my individual capacity or as an authorized representative of an entity, as applicable), on the understanding that those representations will survive receipt (or the receipt by such entity) of the Shares: (a) The undersigned has received and read the Company’s business plan and power point presentation (the “Offering Materials”), together with additional information and documentation provided pursuant thereto, including information furnished on his request. The undersigned understands and acknowledges that such information contains certain forward- looking statements and information relating to the Company that are based on the beliefs of management, as well as assumptions made by and information currently available to management, and that when used in the offering information, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” and similar expressions, as they relate to the Company and its management, are intended to identify forward-looking statements. The undersigned understands and acknowledges that these statements reflect the current view of the Company respecting future events and are subject to certain risks, uncertainties, and assumptions, including the risks and uncertainties noted, and that, should one or more of such risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the Offering Materials as anticipated, believed, estimated, expected, and intended. The undersigned understands the risks associated with a business enterprise with no revenue and limited capitalization in a highly competitive business characterized by rapid technological change. (b) The undersigned has had sufficient interactions with the Company’s management and has been provided with supporting documentation, if requested, which he has read and understands, in order to make an informed investment decision. The undersigned is basing his decision to invest solely on the information provided and has not relied on any other representations made by the Company and its affiliates. (c) The undersigned understands that an investment in a Convertible Note is speculative and involves numerous significant risks, the occurrence of any one of which could result in the loss of his entire investment. The undersigned is fully cognizant of, and understands all of, the risks relating to a purchase of a Convertible Note, including those risks set forth in the Offering Materials. (d) The undersigned understands that the Company is in the process of raising up to $5,000,000 for the purposes set forth in the Offering Materials and for general working capital. (e) The undersigned’s overall commitment to investments that are not readily marketable is not disproportionate to his individual net worth, and his investment in a Convertible Note will not cause his overall commitment to become excessive. (f) The undersigned has adequate means of providing for his financial requirements, both current and anticipated, and has no need for liquidity in an investment in a Convertible Note. (g) The undersigned was at no time solicited by any leaflet, public promotional meeting, circular, newspaper and magazine article, internet contact, radio and television advertisement, and any other form of general advertising and solicitation in connection with the offer, sale, and purchase of a Convertible Note through this Agreement. (h) The undersigned can bear and is willing to accept the economic risk of losing his entire investment. (i) The undersigned is acquiring a Convertible Note for his own account and for investment purposes only and has no present intention, agreement, and arrangement for the distribution, transfer, assignment, resale, and subdivision of a Convertible Note or of the Common Stock, either currently or after the passage of a fixed or determinable period or on the occurrence or nonoccurrence of any predetermined event and circumstance. (j) The undersigned has such knowledge and experience in financial and business matters that he is capable of evaluating the Company, the proposed activities thereof, and the risks and merits of investing in a Convertible Note and is not using a purchaser representative (as defined in Regulation D) in connection with the evaluation of such risks and merits, or the undersigned and his purchaser representatives listed below, together, have such knowledge and experience in financial and business matters that they are capable of evaluating the Company, the proposed activities thereof, and the risks and merits of investing in a Convertible Note. (k1) If an individual, I am a resident of the United States, the undersigned is a bona fide resident of the state set forth on the signature last page of this Agreement and has a principal residence within such stateAgreement, maintains a driver’s license and voter registration only within such state, pays income taxes (when applicable) only to such stateover 21 years of age, and intends legally competent to remain a citizen of such state for execute this Agreement; if an entity, the foreseeable future, or if person executing this Agreement on my behalf represents that the undersigned cannot make this representation, his reason entity is satisfactory to duly organized under the Company, in its sole and absolute discretion. (l) The undersigned is an “accredited investor” as defined under Rule 501 of Regulation D laws of the Securities Act, as summarized in Exhibit “A”. (m) The undersigned understands the offering has not been registered under the Securities Act and applicable state and other securities laws, that the Convertible Notes are subject to significant restrictions on transfer under such securities laws, and that the undersigned cannot sell, distribute, and otherwise transfer the Convertible Note or the Common Stock unless the Convertible Note or Common Stock is registered under the Securities Act and applicable state and other securities laws or unless an exemption from registration is available. The undersigned may, therefore, be required to hold the Convertible Note until maturity and, if converted, the Common Stock for an indefinite period. (n) The undersigned acknowledges that neither the SEC nor the securities commission of any state or other federal agency has made any determination as to the merits of purchasing the Convertible Notes. (o) All information that the undersigned has provided to the Company and its agents and representatives concerning his suitability to invest in the Company is complete, accurate, and correct as of the date of the signature set forth on the last page of this Agreement, including information concerning his personal financial affairs the entity is validly existing, and business position I have full power and authority to execute this Agreement, which will then be my legal, valid and binding agreement; (2) I have been furnished and have read all written materials provided by you relating to you, your proposed operations, the knowledge and experience private offering of the undersigned Shares and his advisers.any other matters relating to this private offering (all such materials, including the Company’s private placement memorandum hereinafter collectively called the “offering materials”) which have been requested; you have answered all inquiries that I have put to you relating thereto; and I have been afforded the opportunity to obtain any additional information, to the extent you possessed such information or were able to acquire it without unreasonable effort or expense, necessary (a) to verify the accuracy of the information set forth in the offering materials; and (b) to evaluate the merits and risks of purchasing the Shares; (p3) I have carefully reviewed and understand the various risks of an investment in the Shares and have made such independent investigation and evaluation of all written materials provided to me by you with respect to your financial condition, properties, business and prospects as I deem necessary to make an informed decision to purchase the Shares; my decision to purchase the Shares has been made on the basis of such investigation and evaluation; in making such decision I have relied exclusively on the written statements with respect to any such matters or otherwise with respect to you which are contained in the offering materials, and which have been independently investigated and evaluated by me; (4) I have completed the confidential prospective purchaser questionnaire; I confirm the statements made therein are true on the date hereof, and I acknowledge that the statements and representations made by me therein and in this Agreement have been relied upon by you in offering to sell the Shares to me; I further agree to indemnify and hold harmless the Company and its respective officers, directors and stockholders, from any and all damages, losses, costs and expenses (including reasonable attorneys’ fees) that they may incur, by reason of any breach of any of the statements or representations made by me contained herein or therein; (5) I acknowledge that although you may effect a public offering of your common stock, no assurances have been given to me that any such offering will ever take place.; (6) I realize that I will not be able to resell readily any of the Shares purchased under this Agreement because none of the Shares have been registered under the Securities Act of 1933, as amended (the “Act”), or any state securities laws, and, therefore, those securities can be sold only if they are subsequently registered under the Act or an exemption from registration is available; (7) I understand that you have the absolute right to refuse to consent to transfer or assignment of any securities if that transfer or assignment does not comply with applicable state and federal securities laws; (8) I understand that this offering is intended to be a non-public offering in accordance with section 4(a)(2) of the Act and Regulation D promulgated under the Act (“Regulation D”), that no aspect of this offering has been reviewed by the United States Securities and Exchange Commission or the securities regulatory authorities of any state and that none of the offering materials nor any other written materials furnished by you and used in connection with this offering has been reviewed by any federal or state securities regulatory bodies or authorities; (9) The undersigned acknowledges Shares are being purchased for my own account, for investment, and not with a view to distribution or resale to others; I am not participating, directly or indirectly in an underwriting of any such distribution or other transfer; I do not now have reason to anticipate any change in my circumstances or any other particular occasion or event which would cause me to sell the Shares (or the components thereof); I have substantial experience in making decisions of this type or am relying on my own qualified advisor in making the investment decision; and I understand that you are relying upon the truth and accuracy of this representation and warranty; (10) Neither you nor any person acting on your behalf has made any representations to me except as contained in the offering materials; and in making my decision to purchase the Shares I have subscribed for, I have not relied on any representations or information other than those which I have independently investigated and verified to my satisfaction; (11) I understand that this Agreement subscription may be accepted or rejected, in whole or in part, by the Company you in your sole and that, to the extent the subscription may be rejected, the accompanying subscription payment will be refunded without payment of interest and without deduction of expenses.absolute discretion; (q12) The undersigned acknowledges All the information that I heretofore furnished to you, or that is set forth in this Agreement or the related prospective purchaser questionnaire, with respect to my financial position and agrees that no portion business experience is correct and complete as of the Offering Materials may date of this Agreement, and if there should be reproduced any material change in that information prior to receipt of the Shares that I subscribe for, I will immediately furnish you with revised or corrected information; (13) I represent that I am currently, and redistributedagree to notify you immediately in writing if I cease to be, except an “accredited investor” within the meaning of Rule 501(a) of Regulation D; (14) I am not subject to his advisers, without any “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Company’s prior written consent, which consent may be withheld and conditioned Act; (15) I am able to bear the substantial economic risk of an investment in the Company’s sole discretion. The undersigned will not, without the Company’s prior written permission Shares and consent, use any currently can afford a complete loss of the information that investment; my overall commitment in the Offering Materials for any purpose whatsoever other than evaluating a potential purchase of a Convertible Note.investments that are not readily marketable is reasonable in relation to my net worth; and (r16) Neither If an entity, I have not been organized for the undersigned nor any specific purpose of his affiliates will effect any transactions in acquiring the Convertible Note or Common Stock while in possession of material, nonpublic information regarding the CompanyShares being offered.

Representations of Subscriber. The undersigned hereby To induce the Company to accept this offer, Subscriber represents and warrants as follows: (a) The undersigned has received and read the Company’s business plan and power point presentation (the “Offering Materials”), together with additional information and documentation provided pursuant thereto, including information furnished on his request. The undersigned understands and acknowledges Subscriber agrees that such information contains certain forward- looking statements and information relating to the Company that are based on the beliefs of management, as well as assumptions made by and information currently available to management, and that when used Subscriber may not sell or otherwise transfer all or any interest in the offering information, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” and similar expressions, Shares except as they relate to the Company and its management, are intended to identify forward-looking statements. The undersigned understands and acknowledges that these statements reflect the current view of the Company respecting future events and are subject to certain risks, uncertainties, and assumptions, including the risks and uncertainties noted, and that, should one or more of such risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described expressly provided in the Offering Materials as anticipated, believed, estimated, expected, and intended. The undersigned understands the risks associated with a business enterprise with no revenue and limited capitalization in a highly competitive business characterized by rapid technological changethis Agreement. (b) The undersigned has had sufficient interactions Subscriber understands that the Company must comply with the securities laws of the jurisdiction in which the Subscriber is domiciled. Subscriber therefore represents and warrants to the Company as follows: (i) Subscriber represents and warrants that it was not organized, either directly or indirectly, for the specific purpose of acquiring the Shares and that it has acquired such Shares for its own account and not for the personal accounts of its shareholders. (ii) Subscriber realizes that purchase of the Shares is a speculative investment involving a high degree of risk, including but not limited the risk of economic losses from operations of the Company’s management , and has been provided with supporting documentationthat the economic benefits, if requestedany, which he has read and understands, in order may be derived from the purchase of the Shares are uncertain. In determining whether or not to make an informed investment decision. The undersigned is basing his decision in the Company, Subscriber has relied solely upon independent investigations made by Subscriber or its representatives. (iii) Subscriber has had full opportunity to invest solely on the information provided conduct, and has not relied on any other representations conducted, a complete and thorough due diligence investigation of the Company, and such opportunity has been made by available to the Subscriber's professional representative(s), to ask questions of and receive answers from representatives of the Company concerning the Company and its affiliatesfinancial condition and prospects, as well as to obtain additional information necessary to verify the accuracy of the written materials provided to Subscriber and its representatives by the Company. (civ) The undersigned Subscriber understands that an the Shares have not been registered under the Securities Act of 1933, as amended (the “Act”), or any state securities laws, in reliance on exemptions from registration which depend, in part on the Subscriber's investment intention; and, accordingly, the truth and accuracy of the foregoing representations will be relied upon by the Company to establish such exemptions. Subscriber acknowledges that the Company is not required to recognize any transfer of the Shares unless, in the opinion of counsel to the Company, such transfer would not result in a Convertible Note is speculative and involves numerous significant risks, the occurrence violation of any one federal or state law regarding the offer and sale of which could result Shares and has the capacity to protect its own interests. (v) Subscriber agrees to the placing on the certificates representing the Shares of legends, in substantially the loss of his entire investment. The undersigned is fully cognizant offollowing form, and understands all of, referring to the risks relating to a purchase of a Convertible Note, including those risks restrictions set forth in the Offering Materialsfollowing paragraph: (vi) Subscriber is aware that there are restrictions on the transferability of the Shares, that there is no market for the Shares, and that it is possible that such a market will never develop. Accordingly, it is unlikely that the Subscriber will be able to liquidate an investment in the Company in case of an emergency or for any other reason. (dvii) The undersigned understands that the Company is in the process of raising up to $5,000,000 for the purposes set forth in the Offering Materials and for general working capital. (e) The undersigned’s overall Subscriber's commitment to investments that are not readily marketable is not disproportionate to his individual its net worth, and his an investment in a Convertible Note the Shares will not cause his overall such commitment to become excessive. (f) The undersigned . Subscriber has adequate means of providing for his financial requirements, both its current needs and anticipated, contingencies and has no need for liquidity in an with respect to its investment in a Convertible Note. (g) The undersigned was at no time solicited by any leaflet, public promotional meeting, circular, newspaper and magazine article, internet contact, radio and television advertisementthe Shares, and any other form can withstand a complete loss of general advertising and solicitation in connection with the offer, sale, and purchase of a Convertible Note through this Agreement. (h) The undersigned can bear and is willing to accept the economic risk of losing his entire its investment. (i) The undersigned is acquiring a Convertible Note for his own account and for investment purposes only and has no present intention, agreement, and arrangement for the distribution, transfer, assignment, resale, and subdivision of a Convertible Note or of the Common Stock. Subscriber has, either currently alone or after the passage of with a fixed or determinable period or on the occurrence or nonoccurrence of any predetermined event and circumstance. (j) The undersigned has purchaser representative, such knowledge and experience in financial and business matters that he Subscriber is capable of evaluating the Company, the proposed activities thereof, merits and the risks and merits of investing in a Convertible Note and is not using a purchaser representative (as defined in Regulation D) in connection with the evaluation of such risks and merits, or the undersigned and his purchaser representatives listed below, together, have such knowledge and experience in financial and business matters that they are capable of evaluating the Company, the proposed activities thereof, and the risks and merits of investing in a Convertible Note. (k) If a resident of the United States, the undersigned is a resident of the state set forth on the signature page of this Agreement and has a principal residence within such state, maintains a driver’s license and voter registration only within such state, pays income taxes (when applicable) only to such state, and intends to remain a citizen of such state for the foreseeable future, or if the undersigned cannot make this representation, his reason is satisfactory to the Company, in its sole and absolute discretion. (l) The undersigned is an “accredited investor” as defined under Rule 501 of Regulation D of the Securities Act, as summarized in Exhibit “A”. (m) The undersigned understands the offering has not been registered under the Securities Act and applicable state and other securities laws, that the Convertible Notes are subject to significant restrictions on transfer under such securities laws, and that the undersigned cannot sell, distribute, and otherwise transfer the Convertible Note or the Common Stock unless the Convertible Note or Common Stock is registered under the Securities Act and applicable state and other securities laws or unless an exemption from registration is available. The undersigned may, therefore, be required to hold the Convertible Note until maturity and, if converted, the Common Stock for an indefinite period. (n) The undersigned acknowledges that neither the SEC nor the securities commission of any state or other federal agency has made any determination as to the merits of purchasing the Convertible Notes. (o) All information that the undersigned has provided to the Company and its agents and representatives concerning his suitability to invest investment in the Company is complete, accurate, and correct as of the date of the signature on the last page of this Agreement, including information concerning his personal financial affairs and business position and the knowledge and experience of the undersigned and his advisersShares. (p) The undersigned acknowledges that this Agreement may be accepted or rejected, in whole or in part, by the Company and that, to the extent the subscription may be rejected, the accompanying subscription payment will be refunded without payment of interest and without deduction of expenses. (q) The undersigned acknowledges and agrees that no portion of the Offering Materials may be reproduced and redistributed, except to his advisers, without the Company’s prior written consent, which consent may be withheld and conditioned in the Company’s sole discretion. The undersigned will not, without the Company’s prior written permission and consent, use any of the information in the Offering Materials for any purpose whatsoever other than evaluating a potential purchase of a Convertible Note. (r) Neither the undersigned nor any of his affiliates will effect any transactions in the Convertible Note or Common Stock while in possession of material, nonpublic information regarding the Company.

Representations of Subscriber. The undersigned hereby represents and warrants as followsthat: (a) The undersigned has received and read the Company’s business plan and power point presentation (the “Offering Materials”), together with additional information and documentation provided pursuant thereto, including information furnished on his request. The undersigned understands and acknowledges represents that such information contains certain forward- looking statements and information relating to the Company that are based on the beliefs of management, as well as assumptions made by and information currently available to management, and that when used in the offering information, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” and similar expressions, as they relate to the Company and its management, are intended to identify forward-looking statements. The undersigned understands and acknowledges that these statements reflect the current view of the Company respecting future events and are subject to certain risks, uncertainties, and assumptions, including the risks and uncertainties noted, and that, should one or more of such risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the Offering Materials as anticipated, believed, estimated, expected, and intended. The undersigned understands the risks associated with a business enterprise with no revenue and limited capitalization in a highly competitive business characterized by rapid technological change. (b) The undersigned has had sufficient interactions with the Company’s management and has been provided with supporting documentation, if requested, which he has read and understands, in order to make an informed investment decision. The undersigned is basing his decision to invest solely on the information provided and has not relied on any other representations made by the Company and its affiliates. (c) The undersigned understands that an investment in a Convertible Note is speculative and involves numerous significant risks, the occurrence of any one of which could result in the loss of his entire investment. The undersigned is fully cognizant of, and understands all of, the risks relating to a purchase of a Convertible Note, including those risks set forth in the Offering Materials. (d) The undersigned understands that the Company is in the process of raising up to $5,000,000 for the purposes set forth in the Offering Materials and for general working capital. (e) The undersigned’s overall commitment to investments that are not readily marketable is not disproportionate to his individual net worth, and his investment in a Convertible Note will not cause his overall commitment to become excessive. (f) The undersigned has adequate means of providing for his financial requirements, both current and anticipated, and has no need for liquidity in an investment in a Convertible Note. (g) The undersigned was at no time solicited by any leaflet, public promotional meeting, circular, newspaper and magazine article, internet contact, radio and television advertisement, and any other form of general advertising and solicitation in connection with the offer, sale, and purchase of a Convertible Note through this Agreement. (h) The undersigned can bear and is willing to accept the economic risk of losing his entire investment. (i) The undersigned is acquiring a Convertible Note for his own account and for investment purposes only and has no present intention, agreement, and arrangement for the distribution, transfer, assignment, resale, and subdivision of a Convertible Note or of the Common Stock, either currently or after the passage of a fixed or determinable period or on the occurrence or nonoccurrence of any predetermined event and circumstance. (j) The undersigned has have such knowledge and experience in business and financial and business matters that he is they are capable of evaluating the Company, Company and the proposed activities thereof, and the risks and merits of investing investment in a Convertible Note the Units, and is of making an informed investment decision thereon, and have not using a purchaser representative (as defined in Regulation D) consulted with others in connection with the evaluation of evaluating such risks and merits, or the undersigned and his purchaser representatives listed below, together, have such knowledge and experience in financial and business matters that they are capable of evaluating the Company, the proposed activities thereof, and the risks and merits of investing in a Convertible Note. (kb) If The undersigned has carefully reviewed and understands the risks of, and other considerations relating to, a resident purchase of the United States, the undersigned is a resident of the state set forth on the signature page of this Agreement and has a principal residence within such state, maintains a driver’s license and voter registration only within such state, pays income taxes (when applicable) only to such state, and intends to remain a citizen of such state for the foreseeable future, or if the undersigned cannot make this representation, his reason is satisfactory to the Company, in its sole and absolute discretionUnits. (lc) The undersigned is an “accredited investor” as defined under Rule 501 of Regulation D of the Securities Act, as summarized in Exhibit “A”. (m) The undersigned understands the offering has not been registered under the Securities Act and applicable state and other securities laws, that the Convertible Notes are subject to significant restrictions on transfer under such securities lawsundersigned, and that the undersigned cannot sell, distribute, their purchaser representatives and otherwise transfer the Convertible Note or the Common Stock unless the Convertible Note or Common Stock is registered under the Securities Act and applicable state and other securities laws or unless an exemption from registration is available. The undersigned may, therefore, be required to hold the Convertible Note until maturity andinvestment advisors, if convertedany, the Common Stock for an indefinite period. (n) The undersigned acknowledges that neither the SEC nor the securities commission of any state or other federal agency has made any determination as to the merits of purchasing the Convertible Notes. (o) All information that the undersigned has provided have been furnished all materials relating to the Company and its agents proposed activities, which they have requested, and representatives have been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any representations or information. OHMC Subscriber’s Initials Initials (d) The Company has answered all inquiries directed to it by the undersigned concerning the Company and its proposed activities, all matters relating to the Company’s business and the various underlying contracts and the offering and sale of the Shares. (e) The undersigned is acquiring the Shares for his suitability own account, as principal, for investment purposes only and not with a view to invest the resale or distribution of all or any part of such Shares, and he has no present intention, agreement or arrangement to divide their participation with others or to resell, assign, transfer or otherwise dispose of all or any part of such Shares unless and until they determine, at some future date, that changed circumstances, not contemplated by them at the time of their purchase, makes such disposition advisable. (f) The undersigned, if a corporation, partnership, trust or other form of business entity, is authorized and otherwise duly qualified to purchase and hold Shares in the Company Company; has obtained tax advice as it deems necessary; and such entity has its principal place of business as set forth herein and has not been formed for the specific purpose of acquiring Shares in the Company. (If the undersigned is completeone of the aforementioned entities, accurate, it hereby agrees to supply any additional written information that may be requested by the Company.) (g) The undersigned has adequate means of providing for their current needs and personal contingencies and does not contemplate a need for liquidity in this investment. (h) All of the information which is set forth in this document with respect to the undersigned is correct and complete as of the date of hereof and, if there should be any material change in such information prior to the signature on the last page acceptance of this AgreementSubscription Agreement by the Company, including information concerning his personal financial affairs and business position and the knowledge and experience of the undersigned and his advisers. (p) The undersigned acknowledges that this Agreement may be accepted will immediately furnish the revised or rejected, in whole or in part, by the Company and that, corrected information to the extent the subscription may be rejected, the accompanying subscription payment will be refunded without payment of interest and without deduction of expenses. (q) The undersigned acknowledges and agrees that no portion of the Offering Materials may be reproduced and redistributed, except to his advisers, without the Company’s prior written consent, which consent may be withheld and conditioned in the Company’s sole discretion. The undersigned will not, without the Company’s prior written permission and consent, use any of the information in the Offering Materials for any purpose whatsoever other than evaluating a potential purchase of a Convertible Note. (r) Neither the undersigned nor any of his affiliates will effect any transactions in the Convertible Note or Common Stock while in possession of material, nonpublic information regarding the Company.

Representations of Subscriber. The undersigned hereby represents By executing this Agreement, the Subscriber makes the following representations, declarations, and warrants as followswarranties to the Company, with the intent and understanding that the Company will rely thereon: (a) The undersigned Such Subscriber acknowledges that it has received full and fair disclosure and carefully read in their entirety: (i) the Certificate of Incorporation of the Company, as amended, as filed with the Secretary of State of the State of Delaware; (ii) all of the information that the Subscriber deemed necessary to verify the accuracy and completeness of the Company’s representations, warranties and covenants made herein; (iii) a copy of the Company’s Investor Presentation, dated January 16, 2006 (including the “Risks of Investing” contained therein); (iv) a copy of the Company’s most recent financial statements; and (v) written (or verbal) answers to all questions the Subscriber submitted to the Company regarding an investment in the Company. The Subscriber has relied on the information contained in the foregoing documents and the information provided in response to its questions and has not been furnished with any other documents, offering literature, memorandum or prospectus. (b) Such Subscriber acknowledges that it has been informed that the Company’s business plan is to provide for the disposition of plutonium in existing nuclear reactors and power point presentation (the “Offering Materials”), together with additional information and documentation provided pursuant thereto, including information furnished on his request. The undersigned understands and acknowledges that such information contains certain forward- looking statements and information relating to the Company that are based on the beliefs of management, as well as assumptions made by and information currently available to management, and that when replace existing fuels used in nuclear power plants; the offering information, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” and similar expressions, as they relate to the Company and its management, are intended to identify forward-looking statements. The undersigned understands and acknowledges that these statements reflect the current view of the Company respecting future events and are subject to certain risks, uncertainties, and assumptions, including the risks and uncertainties noted, and that, should one or more of such risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the Offering Materials as anticipated, believed, estimated, expected, and intended. The undersigned understands the risks associated with a business enterprise with no revenue and limited capitalization in a highly competitive business characterized by rapid technological change. (b) The undersigned has had sufficient interactions with the Company’s management and has been provided with supporting documentation, if requested, which he has read and understands, in order to make an informed investment decision. The undersigned is basing his decision to invest solely on the information provided and has not relied on any other representations made by the Company and its affiliates. (c) The undersigned Subscriber therefore understands that an investment in a Convertible Note the Shares is speculative and involves numerous significant risks, a high degree of risk and the occurrence of any one of which could result in the loss of his entire investment. The undersigned is fully cognizant of, Subscriber recognizes and understands all of, the risks relating to a the purchase of a Convertible Note, including those risks set forth in the Offering Materials. (d) The undersigned understands that the Company is in the process of raising up to $5,000,000 for the purposes set forth in the Offering Materials and for general working capital. (e) The undersigned’s overall commitment to investments that are not readily marketable is not disproportionate to his individual net worth, and his investment in a Convertible Note will not cause his overall commitment to become excessive. (f) The undersigned has adequate means of providing for his financial requirements, both current and anticipated, and Shares. Such Subscriber has no need for liquidity in an investment in a Convertible Note. (g) The undersigned was at no time solicited by any leafletthis investment, public promotional meeting, circular, newspaper and magazine article, internet contact, radio and television advertisement, and any other form of general advertising and solicitation in connection with has the offer, sale, and purchase of a Convertible Note through this Agreement. (h) The undersigned can ability to bear and is willing to accept the economic risk of losing this investment, and at the present time and in the foreseeable future can afford a complete loss of this investment. Such Subscriber has no reason to anticipate any change in his entire investmentor her circumstances, financial or otherwise, which may cause hardship to such Subscriber in light of the lack of liquidity of the Shares herein subscribed for. (ic) The undersigned is acquiring a Convertible Note for his own account and for investment purposes only and has no present intention, agreement, and arrangement for the distribution, transfer, assignment, resale, and subdivision of a Convertible Note or of the Common Stock, either currently or after the passage of a fixed or determinable period or on the occurrence or nonoccurrence of any predetermined event and circumstance. (j) The undersigned has such knowledge and experience in financial and business matters Such Subscriber understands that he is capable of evaluating the Company, the proposed activities thereof, and the there are risks and merits of associated with investing in a Convertible Note and is not using a purchaser representative (as defined in Regulation D) in connection with the evaluation of such risks and merits, or the undersigned and his purchaser representatives listed below, together, have such knowledge and experience in financial and business matters that they are capable of evaluating the Company, the proposed activities thereof, and the risks and merits of investing in a Convertible Note. (k) If a resident of the United States, the undersigned is a resident of the state set forth on the signature page of this Agreement and has a principal residence within such state, maintains a driver’s license and voter registration only within such state, pays income taxes (when applicable) only to such state, and intends to remain a citizen of such state for the foreseeable future, or if the undersigned cannot make this representation, his reason is satisfactory to the Company, in its sole and absolute discretion. (l) The undersigned is an “accredited investor” as defined under Rule 501 of Regulation D of the Securities Act, as summarized in Exhibit “A”. (m) The undersigned understands the offering has not been registered under the Securities Act and applicable state and other securities laws, that the Convertible Notes are subject to significant restrictions on transfer under such securities laws, and that the undersigned cannot sell, distribute, and otherwise transfer the Convertible Note or the Common Stock unless the Convertible Note or Common Stock is registered under the Securities Act and applicable state and other securities laws or unless an exemption from registration is available. The undersigned may, therefore, be required to hold the Convertible Note until maturity and, if converted, the Common Stock for an indefinite period. (n) The undersigned acknowledges that neither the SEC nor the securities commission of any state or other federal agency has made any determination as to the merits of purchasing the Convertible Notes. (o) All information that the undersigned has provided to the Company and its agents and representatives concerning his suitability to invest in the Company is complete, accurate, and correct as of the date of the signature on the last page of this Agreement, including information concerning his personal financial affairs and business position and the knowledge and experience of the undersigned and his advisers. (p) The undersigned acknowledges that this Agreement may be accepted or rejected, in whole or in part, by the Company and that, to the extent the subscription may be rejected, the accompanying subscription payment will be refunded without payment of interest and without deduction of expenses. (q) The undersigned acknowledges and agrees that no portion of the Offering Materials may be reproduced and redistributed, except to his advisers, without the Company’s prior written consent, which consent may be withheld and conditioned in the Company’s sole discretionCommon Stock and has reviewed and understands the “Risks of Investing” set forth in the Investor Presentation, dated January 16, 2006. (d) Such Subscriber understands that the Company was organized on January 8, 1992 and has not yet commenced commercial activities, has no revenues, earnings, working capital, borrowing capacity or operating history and is dependent upon the net proceeds of the offering of its Common Stock, including the Shares, in order to continue its existence and carry out its proposed business plan. The undersigned There is no assurance that the Company will not, without be successful in continuing to sell its shares of Common Stock. or that the proceeds from the sale of its Common Stock will be sufficient for it to carry out its business plan. (e) Such Subscriber understands that the proceeds of the offering of the Company’s prior written permission Common Stock will be used, among other things, to fund the Company’s technical work at the Kurchatov Institute, for working capital, and consent, use any to pay the salaries of the information in officers of the Offering Materials for any purpose whatsoever other than evaluating a potential purchase of a Convertible NoteCompany and various consultants to the Company. (rf) Neither Such Subscriber understands that the undersigned nor any of his affiliates technology that the Company is developing is experimental, has never been developed before and there is no assurance that such technology will effect any transactions in ever work or if it does, that it will be commercially feasible for the Convertible Note or Common Stock while in possession of material, nonpublic information regarding the CompanyCompany to operate a business using such technology.

Representations of Subscriber. The undersigned hereby represents and warrants as followsthat: (a) The undersigned has received is at least twenty-one (21) years of age, and read is either (i) an “accredited investor” (as that term is defined in Rule 501 of Regulation D of the Company’s business plan Securities and power point presentation (the “Offering Materials”Exchange Commission), together with additional information or (ii) has a net worth of at least five times the value of the Shares to be purchased (exclusive of home, furnishings and documentation provided pursuant thereto, including information furnished on his request. The undersigned understands automobiles and acknowledges that such information contains certain forward- looking statements and information relating without regard to the Company undersigned’s investment in this offering) and had during the last taxable year and anticipates that are based he will have during the current taxable year gross income of at least $50,000. If a corporation, it is on a consolidated basis according to its most recent financial statement, within the beliefs of management, as well as assumptions made by and information currently available to managementabove net worth standard, and that when used in if a partnership, each partner is within the offering information, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” and similar expressions, as they relate to the Company and its management, are intended to identify forward-looking statements. The undersigned understands and acknowledges that these statements reflect the current view of the Company respecting future events and are subject to certain risks, uncertainties, and assumptions, including the risks and uncertainties noted, and that, should one or more of such risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the Offering Materials as anticipated, believed, estimated, expected, and intended. The undersigned understands the risks associated with a business enterprise with no revenue and limited capitalization in a highly competitive business characterized by rapid technological changeabove standards. (b) The undersigned has had sufficient interactions with carefully reviewed and understands the Company’s management risks of, and has been provided with supporting documentationother considerations relating to, if requesteda purchase of Shares, which he has read and understands, including the risks set forth in order to make an informed investment decision. The undersigned is basing his decision to invest solely on the information provided and has not relied on any other representations made by the Company and its affiliatesOffering Materials. (c) The undersigned understands that an undersigned, and their purchaser representatives and investment in a Convertible Note is speculative advisors, if any, have been furnished all materials relating to the Company and involves numerous significant risksits proposed activities, the occurrence offering of Shares or anything set forth in the Offering Materials which they have requested, and have been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any one of which could result in the loss of his entire investment. The undersigned is fully cognizant of, and understands all of, the risks relating to a purchase of a Convertible Note, including those risks representations or information set forth in the Offering Materials. (d) The Company has answered all inquiries directed to it by the undersigned understands that concerning the Company is in and its proposed activities, all matters relating to the process technology transfer and the various underlying contracts and the offering and sale of raising up to $5,000,000 for the purposes set forth Shares. (e) Neither the undersigned nor their purchaser representatives and investment advisors, if any, have been furnished any offering literature other than the Offering Materials and the documents attached as exhibits thereto and the undersigned and his purchaser representatives and investment advisors, if any, have relied only on the information contained in the Offering Materials and for general working capital. such documents described in these subparagraphs (d) and (e) The undersigned’s overall commitment ), furnished or made available to investments that are not readily marketable is not disproportionate to his individual net worth, and his investment in a Convertible Note will not cause his overall commitment to become excessivethem by the Company. (f) The undersigned is acquiring the Shares for their own account, as principal, for investment purposes only and not with a view to the resale or distribution of all or any part of such Shares, and he has no present intention, agreement or arrangement to divide their participation with others or to resell, assign, transfer or otherwise dispose of all or any part of such Shares unless and until they determine, at some future date, that changed circumstances, not contemplated by them at the time of their purchase, makes such disposition advisable. (g) The undersigned, if a corporation, partnership, trust or other form of business entity, is authorized and otherwise duly qualified to purchase and hold Shares in the Company; has obtained tax advice as it deems necessary; and such entity has its principal place of business as set forth herein and has not been formed for the specific purpose of acquiring Shares in the Company. (If the undersigned is one of the aforementioned entities, it hereby agrees to supply any additional written information that may be requested by the Company.) (h) The undersigned has adequate means of providing for his financial requirements, both their current needs and anticipated, personal contingencies and has no does not contemplate a need for liquidity in an investment in a Convertible Note. (g) The undersigned was at no time solicited by any leaflet, public promotional meeting, circular, newspaper and magazine article, internet contact, radio and television advertisement, and any other form of general advertising and solicitation in connection with the offer, sale, and purchase of a Convertible Note through this Agreement. (h) The undersigned can bear and is willing to accept the economic risk of losing his entire investment. (i) The undersigned is acquiring has not distributed the Offering Materials to anyone other than a Convertible Note for his own account designated purchaser representative and for investment purposes only and no one except such purchaser representative has no present intention, agreementused the Offering Materials, and arrangement for the distribution, transfer, assignment, resale, and subdivision of a Convertible Note or of the Common Stock, either currently or after the passage of a fixed or determinable period or on the occurrence or nonoccurrence of they have not made any predetermined event and circumstancecopies thereof. (j) The All of the information which is set forth below with respect to the undersigned has is correct and complete as of the date hereof and, if there should be any material change in such knowledge and experience in financial and business matters that he is capable information prior to the acceptance of evaluating this Subscription Agreement by the Company, the proposed activities thereof, and undersigned will immediately furnish the risks and merits of investing in a Convertible Note and is not using a purchaser representative (as defined in Regulation D) in connection with the evaluation of such risks and merits, revised or the undersigned and his purchaser representatives listed below, together, have such knowledge and experience in financial and business matters that they are capable of evaluating the Company, the proposed activities thereof, and the risks and merits of investing in a Convertible Note. (k) If a resident of the United States, the undersigned is a resident of the state set forth on the signature page of this Agreement and has a principal residence within such state, maintains a driver’s license and voter registration only within such state, pays income taxes (when applicable) only to such state, and intends to remain a citizen of such state for the foreseeable future, or if the undersigned cannot make this representation, his reason is satisfactory corrected information to the Company, in its sole and absolute discretion. (l) The undersigned is an “accredited investor” as defined under Rule 501 of Regulation D of the Securities Act, as summarized in Exhibit “A”. (m) The undersigned understands the offering has not been registered under the Securities Act and applicable state and other securities laws, that the Convertible Notes are subject to significant restrictions on transfer under such securities laws, and that the undersigned cannot sell, distribute, and otherwise transfer the Convertible Note or the Common Stock unless the Convertible Note or Common Stock is registered under the Securities Act and applicable state and other securities laws or unless an exemption from registration is available. The undersigned may, therefore, be required to hold the Convertible Note until maturity and, if converted, the Common Stock for an indefinite period. (n) The undersigned acknowledges that neither the SEC nor the securities commission of any state or other federal agency has made any determination as to the merits of purchasing the Convertible Notes. (o) All information that the undersigned has provided to the Company and its agents and representatives concerning his suitability to invest in the Company is complete, accurate, and correct as of the date of the signature on the last page of this Agreement, including information concerning his personal financial affairs and business position and the knowledge and experience of the undersigned and his advisers. (p) The undersigned acknowledges that this Agreement may be accepted or rejected, in whole or in part, by the Company and that, to the extent the subscription may be rejected, the accompanying subscription payment will be refunded without payment of interest and without deduction of expenses. (q) The undersigned acknowledges and agrees that no portion of the Offering Materials may be reproduced and redistributed, except to his advisers, without the Company’s prior written consent, which consent may be withheld and conditioned in the Company’s sole discretion. The undersigned will not, without the Company’s prior written permission and consent, use any of the information in the Offering Materials for any purpose whatsoever other than evaluating a potential purchase of a Convertible Note. (r) Neither the undersigned nor any of his affiliates will effect any transactions in the Convertible Note or Common Stock while in possession of material, nonpublic information regarding the Company.