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

Representations, Warranties and Covenants of Purchaser. Purchaser hereby represents and warrants to and covenants with the Company as follows: (a) Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"); (b) Purchaser has examined the Company's Forms 10-Q, 10-K and 8-K filed with the Securities and Exchange Commission (the SEC) (the SEC Documents), has relied solely upon the SEC Documents and investigations made by or on behalf of Purchaser or its representative in evaluating the suitability of an investment in the Company, and recognizes that an investment in the Company involves a high degree of risk; (c) Purchaser has been advised that (i) there may not be a market for the Shares; and (ii) it may not be possible to readily liquidate the Shares. Purchaser understands that it may not offer for sale, sell, pledge, hypothecate or otherwise transfer or dispose of its interest in the Shares unless the Shares are registered under the Securities Act of 1933 and applicable state securities laws or the transfer is exempt from such registration; (d) Purchaser's overall commitment to investments which are not readily marketable is not disproportionate to its net worth; its investment in the Company will not cause such overall commitment to become excessive; and it can afford to bear the loss of its entire investment in the Company; (e) Purchaser has adequate means of providing for its current needs and personal contingencies and has no need for liquidity in his investment in the Company; (f) Purchaser satisfies any special suitability or other applicable requirements of its state of residence and/or the state in which the transaction by which the Shares are exchanged occurs; (g) Purchaser 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 Company, or Purchaser has employed the services of an independent investment advisor, attorney or accountant to read all of the documents furnished or made available by the Company to it and to evaluate the merits and risks of such an investment on Purchaser's behalf; (h) Purchaser acknowledges that the Company has made available to Acquirer the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the acquisition of the Shares, the Company and the activities of the Company, and otherwise to obtain any additional information, to the extent that the Company possesses such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the SEC Documents. Purchaser understands that the Company has been ready and willing to answer any questions of Acquirer, but Purchaser does not require any additional information concerning the foregoing; (i) Purchaser hereby acknowledges that Purchaser has been advised that the Shares have not been registered with the SEC. Purchaser represents that the Shares are being acquired for Purchaser's own account, for investment purposes only and not with a view towards distribution or resale to others. Purchaser agrees that Purchaser will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the Shares unless they are registered under the Securities Act or unless in the opinion of counsel satisfactory to the Company an exemption from such registration is available. Purchaser understands that the Shares have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which depends, in part, upon Purchaser's investment intention; (j) Purchaser understands that no federal or state securities administrator or agency has made any finding or determination relating to the fairness of this investment and that no federal or state securities administrator or agency has recommended or endorsed, or will recommend or endorse, the offering of the Shares; (k) The execution, delivery and performance by Purchaser of the Subscription Agreement are within the powers of Purchaser, have been duly authorized and will not constitute or result in a breach or default under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which Purchaser is a party or by which Purchaser is bound; and, if Purchaser is not an individual, will not violate any provision of the charter documents, by-laws, indenture of trust, partnership agreement or similar documents, as applicable, of Purchaser. The signatures on the Subscription Agreement are genuine; and the signatory, if Purchaser is an individual, has legal competence and capacity to execute the same, or, if Purchaser is not an individual, the signatory has been duly authorized to execute the same; and the Subscription Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms; (l) Purchaser 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 Shares has been made to him; (m) Purchaser has relied solely upon the advice of his own tax and legal advisors with respect to the tax and other legal aspects of this investment; (n) Purchaser acknowledges that the Shares have not been recommended by any Federal or state securities commission or regulatory authority. In making an investment decision investors must rely on their own examination of the Company and the terms of the offering, including the merits and risks involved. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. These Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act, and the applicable state securities laws, pursuant to registration or exemption therefrom. Investors should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time; The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of delivery of this Subscription Agreement and accompanying documents to the Company and shall survive the delivery of the Shares. If, in any respect, those representations and warranties shall not be true and accurate prior to acceptance or rejection of this subscription by the Company pursuant to paragraph 2, the undersigned shall immediately give written notice to the Company specifying which representations and warranties are not true and accurate and the reason therefor. Purchaser agrees that the foregoing representations and warranties may be used as a defense in any actions relating to the Company, and that it is only on the basis of such representations and warranties that the Company may be willing to accept Purchaser's subscription for Shares.

Representations, Warranties and Covenants of Purchaser. (a) Purchaser is a limited partnership duly formed and validly existing under the laws of the Commonwealth of Virginia. Purchaser hereby represents and warrants to Seller that this Agreement has been, and covenants all the documents to be delivered by Purchaser to Seller or any Beneficial Owners, as applicable, at the Closing (including, without limitation, all documents in connection with the Company as follows: assumption of the Assumed Loan and the issuance of the OP Units, to the extent executed by Purchaser) will be, duly authorized, executed and delivered by Purchaser, are, and in the case of the documents to be delivered will be, legal and binding obligations of Purchaser, are, and in the case of the documents to be delivered will be, enforceable in accordance with their respective terms (a) except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally), and do not, and will not at the Closing, violate any provisions of any material agreement to which Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act");a party. (b) Purchaser has examined the Company's Forms 10-Q, 10-K is sophisticated and 8-K filed with the Securities and Exchange Commission (the SEC) (the SEC Documents), has relied solely upon the SEC Documents and investigations made by or on behalf of Purchaser or its representative in evaluating the suitability of an investment experienced in the Companyacquisition, ownership and operation of multi-family housing projects similar to the Property, and recognizes that an investment has full knowledge of all applicable federal, state and local laws, rules, regulations and ordinances in the Company involves a high degree of risk;connection therewith. (c) Purchaser has been advised that (i) there may not be a market for No pending or, to the Shares; and (ii) it may not be possible knowledge of Purchaser, threatened litigation exists which if determined adversely would restrain the consummation of the transactions contemplated by this Agreement or would declare illegal, invalid or non-binding any of Purchaser’s obligations or covenants to readily liquidate the Shares. Purchaser understands that it may not offer for sale, sell, pledge, hypothecate or otherwise transfer or dispose of its interest in the Shares unless the Shares are registered under the Securities Act of 1933 and applicable state securities laws or the transfer is exempt from such registration;Seller hereunder. (d) Purchaser's overall commitment to investments which are not readily marketable is not disproportionate to its net worth; its investment in the Company will not cause such overall commitment to become excessive; and it can afford to bear the loss of its entire investment in the Company; (e) Purchaser has adequate means of providing for its current needs and personal contingencies and has no need for liquidity in his investment in the Company; (f) Purchaser satisfies any special suitability or other applicable requirements of its state of residence and/or the state in which the transaction by which the Shares are exchanged occurs; (g) Purchaser 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 Company, or Purchaser has employed the services of an independent investment advisor, attorney or accountant to read all The issuance of the documents furnished or made available by the Company to it and to evaluate the merits and risks of such an investment on Purchaser's behalf; (h) Purchaser acknowledges that the Company OP Units has made available to Acquirer the opportunity to ask questions ofbeen duly authorized, and receive answers from, representatives of when the Company concerning the acquisition of the Shares, the Company and the activities of the Company, and otherwise to obtain any additional information, OP Units are issued to the extent that applicable Beneficial Owners who have executed and delivered to Purchaser the Company possesses documents required by Section 3(c) hereof, such information or could acquire it without unreasonable effort or expense, necessary newly issued OP Units will be validly issued by Purchaser and will be free and clear of liens and encumbrances (but shall be subject to verify the accuracy of the information contained in the SEC Documents. Purchaser understands that the Company has been ready and willing to answer any questions of Acquirer, but Purchaser does not require any additional information concerning the foregoing; (i) Purchaser hereby acknowledges that Purchaser has been advised that the Shares have not been registered with the SEC. Purchaser represents that the Shares are being acquired for Purchaser's own account, for investment purposes only and not with a view towards distribution or resale to others. Purchaser agrees that Purchaser will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the Shares unless they are registered under the Securities Act or unless in the opinion of counsel satisfactory to the Company an exemption from such registration is available. Purchaser understands that the Shares have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which depends, in part, upon Purchaser's investment intention; (j) Purchaser understands that Partnership Agreement). The Partnership Agreement attached hereto is a true and complete copy thereof. There are no federal or state securities administrator or agency has made any finding or determination relating to the fairness of this investment and that no federal or state securities administrator or agency has recommended or endorsed, or will recommend or endorse, the offering of the Shares; (k) The execution, delivery and performance by Purchaser of the Subscription Agreement are within the powers of Purchaser, have been duly authorized and will not constitute or result in a breach or default under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertakingpending or, to Purchaser’s actual knowledge (without any duty of inquiry or investigation), threatened legal proceedings or actions against the Purchaser which Purchaser is if adversely determined would have a party material adverse effect on Purchaser’s finances or by which Purchaser is bound; and, if Purchaser is not an individual, will not violate any provision of the charter documents, by-laws, indenture of trust, partnership agreement or similar documents, as applicable, of Purchaser. The signatures on the Subscription Agreement are genuine; and the signatory, if Purchaser is an individual, has legal competence and capacity to execute the same, or, if Purchaser is not an individual, the signatory has been duly authorized to execute the same; and the Subscription Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms; (l) Purchaser 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 Shares has been made to him; (m) Purchaser has relied solely upon the advice of his own tax and legal advisors with respect to the tax and other legal aspects of this investment; (n) Purchaser acknowledges that the Shares have not been recommended by any Federal or state securities commission or regulatory authority. In making an investment decision investors must rely on their own examination of the Company and the terms of the offering, including the merits and risks involved. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. These Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act, and the applicable state securities laws, pursuant to registration or exemption therefrom. Investors should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time; The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of delivery of this Subscription Agreement and accompanying documents to the Company and shall survive the delivery of the Shares. If, in any respect, those representations and warranties shall not be true and accurate prior to acceptance or rejection of this subscription by the Company pursuant to paragraph 2, the undersigned shall immediately give written notice to the Company specifying which representations and warranties are not true and accurate and the reason therefor. Purchaser agrees that the foregoing representations and warranties may be used assets as a defense in any actions relating to the Company, and that it is only on the basis of such representations and warranties that the Company may be willing to accept Purchaser's subscription for Shareswhole.

Representations, Warranties and Covenants of Purchaser. Purchaser hereby represents and warrants to and covenants with the Company as follows: (a) Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"); (b) Purchaser has examined the Company's Forms 10-Q, 10-K and 8-K filed with the Securities and Exchange Commission (the "SEC") (the "SEC Documents"), has relied solely upon the SEC Documents and investigations made by or on behalf of Purchaser or its representative in evaluating the suitability of an investment in the Company, and recognizes that an investment in the Company involves a high degree of risk; (c) Purchaser has been advised that (i) there may not be a market for the Shares; and (ii) it may not be possible to readily liquidate the Shares. Purchaser understands that it may not offer for sale, sell, pledge, hypothecate or otherwise transfer or dispose of its interest in the Shares unless the Shares are registered under the Securities Act of 1933 and applicable state securities laws or the transfer is exempt from such registration; (d) Purchaser's overall commitment to investments which are not readily marketable is not disproportionate to its net worth; its investment in the Company will not cause such overall commitment to become excessive; and it can afford to bear the loss of its entire investment in the Company; (e) Purchaser has adequate means of providing for its current needs and personal contingencies and has no need for liquidity in his investment in the Company; (f) Purchaser satisfies any special suitability or other applicable requirements of its state of residence and/or the state in which the transaction by which the Shares are exchanged occurs; (g) Purchaser 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 Company, or Purchaser has employed the services of an independent investment advisor, attorney or accountant to read all of the documents furnished or made available by the Company to it and to evaluate the merits and risks of such an investment on Purchaser's behalf; (h) Purchaser acknowledges that the Company has made available to Acquirer the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the acquisition of the Shares, the Company and the activities of the Company, and otherwise to obtain any additional information, to the extent that the Company possesses such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the SEC Documents. Purchaser understands that the Company has been ready and willing to answer any questions of Acquirer, but Purchaser does not require any additional information concerning the foregoing; (i) Purchaser hereby acknowledges that Purchaser has been advised that the Shares have not been registered with the SEC. Purchaser represents that the Shares are being acquired for Purchaser's own account, for investment purposes only and not with a view towards distribution or resale to others. Purchaser agrees that Purchaser will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the Shares unless they are registered under the Securities Act or unless in the opinion of counsel satisfactory to the Company an exemption from such registration is available. Purchaser understands that the Shares have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which depends, in part, upon Purchaser's investment intention; (j) Purchaser understands that no federal or state securities administrator or agency has made any finding or determination relating to the fairness of this investment and that no federal or state securities administrator or agency has recommended or endorsed, or will recommend or endorse, the offering of the Shares; (k) The execution, delivery and performance by Purchaser of the Subscription Agreement are within the powers of Purchaser, have been duly authorized and will not constitute or result in a breach or default under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which Purchaser is a party or by which Purchaser is bound; and, if Purchaser is not an individual, will not violate any provision of the charter documents, by-laws, indenture of trust, partnership agreement or similar documents, as applicable, of Purchaser. The signatures on the Subscription Agreement are genuine; and the signatory, if Purchaser is an individual, has legal competence and capacity to execute the same, or, if Purchaser is not an individual, the signatory has been duly authorized to execute the same; and the Subscription Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms; (l) Purchaser 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 Shares has been made to him; (m) Purchaser has relied solely upon the advice of his own tax and legal advisors with respect to the tax and other legal aspects of this investment; (n) Purchaser acknowledges that the Shares have not been recommended by any Federal or state securities commission or regulatory authority. In making an investment decision investors must rely on their own examination of the Company and the terms of the offering, including the merits and risks involved. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. These Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act, and the applicable state securities laws, pursuant to registration or exemption therefrom. Investors should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time; The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of delivery of this Subscription Agreement and accompanying documents to the Company and shall survive the delivery of the Shares. If, in any respect, those representations and warranties shall not be true and accurate prior to acceptance or rejection of this subscription by the Company pursuant to paragraph 2, the undersigned shall immediately give written notice to the Company specifying which representations and warranties are not true and accurate and the reason therefor. Purchaser agrees that the foregoing representations and warranties may be used as a defense in any actions relating to the Company, and that it is only on the basis of such representations and warranties that the Company may be willing to accept Purchaser's subscription for Shares.

Representations, Warranties and Covenants of Purchaser. The Purchaser hereby acknowledges, represents and warrants to and covenants agrees with the Company as followsthat: (a) Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"); (b) Purchaser has examined the Company's Forms 10-Q, 10-K and 8-K filed with the Securities and Exchange Commission (the SEC) (the SEC Documents), has relied solely upon the SEC Documents and investigations made by or on behalf of Purchaser or its representative in evaluating the suitability of an investment in the Company, and recognizes that an investment in the Company involves a high degree of risk; (c) Purchaser has been advised that (i) there may not be a market for the Shares; and (ii) it may not be possible to readily liquidate the Shares. Purchaser understands that it may not offer for sale, sell, pledge, hypothecate or otherwise transfer or dispose of its interest in the Shares unless the The Shares are not registered under the Securities Act of 1933 and applicable (the “Securities Act”) or any state securities laws or laws. The Subscriber understands that the transfer offering and sale of such Shares is intended to be exempt from such registration;registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Rule 506 of Regulation D promulgated thereunder, based, in part, upon the representations, warranties and agreements contained in this Subscription Agreement. (db) Purchaser's overall commitment The Purchaser has received and reviewed all information the Purchaser considers necessary or appropriate for deciding whether to investments which are not readily marketable is not disproportionate purchase the Shares. The Purchaser further represents that the Purchaser has had an opportunity to its net worth; its investment in ask questions and receive answers from the Company will not cause and its officers and employees regarding the terms and conditions of purchase of the Shares and regarding the business, financial affairs and other aspects of the Company and has further had the opportunity to obtain any information (to the extent the Company possesses or can acquire such overall commitment information without unreasonable effort or expense) which the Purchaser deems necessary to become excessive; evaluate the investment and it can afford to bear verify the loss accuracy of its entire investment in information otherwise provided to the Company;Purchaser. (ec) Purchaser has adequate means of providing for its current needs and personal contingencies and has no need for liquidity in his investment in the Company; (f) Purchaser satisfies any special suitability or other applicable requirements of its state of residence and/or the state in which the transaction by which the Shares are exchanged occurs; (g) The Purchaser has such knowledge and business or financial experience in financial and business matters that it is as to be capable of evaluating the merits and risks of an investment in the Company, or Purchaser has employed Shares and protecting the services of an independent investment advisor, attorney or accountant to read all of the documents furnished or made available by the Company to it and to evaluate the merits and risks of such an investment on Purchaser's behalf;’s own interests in connection with this investment. (hd) Purchaser acknowledges that Since the Company has made available to Acquirer the opportunity to ask questions of, offer and receive answers from, representatives sale of the Company concerning the acquisition of the Shares, the Company and the activities of the Company, and otherwise to obtain any additional information, to the extent that the Company possesses such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the SEC Documents. Purchaser understands that the Company has been ready and willing to answer any questions of Acquirer, but Purchaser does not require any additional information concerning the foregoing; (i) Purchaser hereby acknowledges that Purchaser has been advised that the Shares have not been registered with the SEC. Purchaser represents that the Shares are being acquired for Purchaser's own account, for investment purposes only and not with a view towards distribution or resale to others. Purchaser agrees that Purchaser will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the Shares unless they are registered under the Securities Act or unless in the opinion of counsel satisfactory to the Company an exemption from such registration is available. Purchaser understands that the Shares have not been registered under the Securities Act by reason of a claimed exemption under the provisions in reliance upon Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, the Purchaser will offer or resell the Shares only in compliance with the provisions of all applicable Federal and state securities laws and regulations. The Purchaser will offer or resell such Shares only if such Shares are registered under the Securities Act or an exemption from such registration is available. Unless the Shares that are the subject of such offer or sale are registered under the Securities Act or an exemption from registration is available (in which dependslatter case the Company shall have received an opinion of counsel, in partform and substance reasonably satisfactory to the Company, upon to such effect), the Company shall not permit the transfer of the Shares. The Purchaser understands and agrees that the Company may take such reasonable steps as it deems appropriate to ensure compliance with the offer, resale and other restrictions on transfer contained in this Subscription Agreement (the “Agreement”) and in Regulation D, including instituting “stop transfer” instructions with respect to the Shares and endorsing restrictive legends on certificates representing such Shares. A legend substantially similar to the one set forth below shall be placed on the certificates representing the Shares: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT”. (e) The Purchaser understands that the Shares are “restricted securities” under the Federal securities laws in that such Shares will be acquired from the Company in a transaction not involving a public offering, and that under such laws and applicable regulations such Shares may be resold without registration under the Act only in certain limited circumstances and that otherwise such Shares must be held indefinitely. In this connection, the Purchaser represents that the Purchaser understands the resale limitations imposed by the Securities Act and is familiar with SEC Rule 144, as presently in effect, and the conditions which must be met in order for that Rule to be available for resale of “restricted securities,” including the requirement that the Shares must be held for at least one year after purchase thereof from the Company prior to resale (two years in the absence of publicly available information about the Company) and the condition that there be available to the public current information about the Company under certain circumstances. (f) Without in any way limiting the representations set forth above, the Purchaser further agrees not to make any disposition of all or any portion of the Shares purchased hereunder unless and until: (i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement and any applicable requirements of state securities laws; or (ii) The Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company the Purchaser shall have furnished the Company with a written opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of any securities under the Securities Act or the consent of or a permit from appropriate authorities under any applicable state securities law. The Purchaser understands that the Company will not require opinions of counsel for transactions made pursuant to SEC Rule 144, provided it is provided with all certificates and other information it may reasonably request to permit it to determine that the subject disposition is, in fact, exempt from the registration requirements of the Securities Act pursuant to SEC Rule 144. (iii) In the case of any disposition of any of the Shares pursuant to SEC Rule 144, in addition to the matters set forth in paragraph 3(f)(ii) above, the Purchaser shall promptly forward to the Company a copy of any Form 144 filed with the SEC with respect to such disposition and a letter from the executing broker satisfactory to the Company evidencing compliance with SEC Rule 144. If SEC Rule 144 is amended or if the SEC’s interpretations thereof in effect at the time of any such disposition by the Purchaser have changed from its present interpretations thereof, the Purchaser shall provide the Company with such additional documents as it may reasonably require. (g) The Purchaser is acquiring the Shares for investment purposes and not with a view towards the distribution of the Shares. The Purchaser does not have any agreement, oral or written, with any person to sell, transfer, or grant participation to such person or any third person with respect to such Shares, and no other person has a direct or indirect beneficial interest in the Shares being purchased hereunder. (h) The Purchaser has a sufficient net worth to sustain a loss of the Purchaser's ’s entire investment intention;in the Shares in the event such a loss should occur. The Purchaser’s overall commitment to investments which are not readily marketable is not excessive in view of the Purchaser’s net worth and financial circumstances and the purchase of the Shares will not cause such commitment to become excessive. (i) The Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act. (j) Purchaser understands that no federal or state securities administrator or agency has made any finding or determination relating to the fairness The execution and delivery of this investment Agreement and that no federal the purchase of the Shares by the Purchaser pursuant to this Agreement will not violate any statute or state securities administrator or agency has recommended or endorsedlaw, or will recommend or endorseany judgment, the offering of the Shares; (k) The executiondecree, delivery and performance by Purchaser of the Subscription Agreement are within the powers of Purchaser, have been duly authorized and will not constitute or result in a breach or default under, or conflict with, any order, ruling regulation or regulation rule of any court or other tribunal or of any governmental commission or agencyauthority by which the Purchaser is bound, or any agreement agreement, oral or other undertakingwritten, to which the Purchaser is a party or by which the Purchaser is or may be bound; and. (k) The Purchaser shall fully indemnify, if Purchaser is not an individualprotect, will not violate any provision defend, and hold harmless the Company, and its affiliates, officers, directors, stockholders, agents, employees, attorneys, successors, and assigns from and against all claims, actions, causes of action, damages, losses, costs, liabilities, and expenses (including costs of investigation, defense, and attorneys’ fees) whatsoever which may result from a breach of the charter documentsrepresentations, by-lawswarranties, indenture agreements and acknowledgments of trust, partnership agreement the Purchaser contained in this Agreement or similar documents, as applicable, from any misrepresentation or omission of Purchaser. The signatures on the Subscription Agreement are genuine; and the signatory, if Purchaser is an individual, has legal competence and capacity to execute the same, or, if Purchaser is not an individual, the signatory has been duly authorized to execute the same; and the Subscription Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable a material fact in accordance any other document delivered in connection with its terms;this Agreement. (l) Purchaser acknowledges that no general solicitation If a person is executing this Agreement in a representative or general advertising (including communications published in any newspaperfiduciary capacity on behalf of the Purchaser, magazine such person has full power and authority to execute and deliver this Agreement on behalf of the subscribing corporation, partnership, trust or other broadcast) entity which is the Purchaser, and such corporation, partnership, trust or other entity has been received by him full right and that no public solicitation or advertisement with respect power to the offering of the Shares has been made to him;enter into and perform this Agreement. (m) The Purchaser has relied solely upon shall promptly notify the advice Company if any of his own tax and legal advisors with the foregoing representations, warranties, covenants or acknowledgments becomes untrue in any material respect prior to the tax and other legal aspects issuance of this investment; (n) Purchaser acknowledges that the Shares have not been recommended by any Federal or state securities commission or regulatory authority. In making an investment decision investors must rely on their own examination of the Company and the terms of the offering, including the merits and risks involved. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. These Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act, and the applicable state securities laws, pursuant to registration or exemption therefrom. Investors should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time; The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of delivery of this Subscription Agreement and accompanying documents to the Company and shall survive the delivery of the Shares. If, in any respect, those representations and warranties shall not be true and accurate prior to acceptance or rejection of this subscription by the Company pursuant to paragraph 2, the undersigned shall immediately give written notice to the Company specifying which representations and warranties are not true and accurate and the reason therefor. Purchaser agrees that the foregoing representations and warranties may be used as a defense in any actions relating to the Company, and that it is only on the basis of such representations and warranties that the Company may be willing to accept Purchaser's subscription for Shares.

Representations, Warranties and Covenants of Purchaser. Purchaser hereby represents and warrants to and covenants with the Company as follows: (a) Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"); (b) Purchaser has examined the Company's Forms 10-Q, 10-K and 8-K filed with the Securities and Exchange Commission (the "SEC") (the SEC "SEC" Documents), has relied solely upon the SEC Documents and investigations made by or on behalf of Purchaser or its representative in evaluating the suitability of an investment in the Company, and recognizes that an investment in the Company involves a high degree of risk; (c) Purchaser has been advised that (i) there may not be a market for the Shares; and (ii) it may not be possible to readily liquidate the Shares. Purchaser understands that it may not offer for sale, sell, pledge, hypothecate or otherwise transfer or dispose of its interest in the Shares unless the Shares are registered under the Securities Act of 1933 and applicable state securities laws or the transfer is exempt from such registration; (d) Purchaser's overall commitment to investments which are not readily marketable is not disproportionate to its net worth; its investment in the Company will not cause such overall commitment to become excessive; and it can afford to bear the loss of its entire investment in the Company; (e) Purchaser has adequate means of providing for its current needs and personal contingencies and has no need for liquidity in his investment in the Company; (f) Purchaser satisfies any special suitability or other applicable requirements of its state of residence and/or the state in which the transaction by which the Shares are exchanged occurs; (g) Purchaser 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 Company, or Purchaser has employed the services of an independent investment advisor, attorney or accountant to read all of the documents furnished or made available by the Company to it and to evaluate the merits and risks of such an investment on Purchaser's behalf; (h) Purchaser acknowledges that the Company has made available to Acquirer the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the acquisition of the Shares, the Company and the activities of the Company, and otherwise to obtain any additional information, to the extent that the Company possesses such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the SEC Documents. Purchaser understands that the Company has been ready and willing to answer any questions of Acquirer, but Purchaser does not require any additional information concerning the foregoing; (i) Purchaser hereby acknowledges that Purchaser has been advised that the Shares have not been registered with the SEC. Purchaser represents that the Shares are being acquired for Purchaser's own account, for investment purposes only and not with a view towards distribution or resale to others. Purchaser agrees that Purchaser will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the Shares unless they are registered under the Securities Act or unless in the opinion of counsel satisfactory to the Company an exemption from such registration is available. Purchaser understands that the Shares have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which depends, in part, upon Purchaser's investment intention; (j) Purchaser understands that no federal or state securities administrator or agency has made any finding or determination relating to the fairness of this investment and that no federal or state securities administrator or agency has recommended or endorsed, or will recommend or endorse, the offering of the Shares; (k) The execution, delivery and performance by Purchaser of the Subscription Agreement are within the powers of Purchaser, have been duly authorized and will not constitute or result in a breach or default under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which Purchaser is a party or by which Purchaser is bound; and, if Purchaser is not an individual, will not violate any provision of the charter documents, by-laws, indenture of trust, partnership agreement or similar documents, as applicable, of Purchaser. The signatures on the Subscription Agreement are genuine; and the signatory, if Purchaser is an individual, has legal competence and capacity to execute the same, or, if Purchaser is not an individual, the signatory has been duly authorized to execute the same; and the Subscription Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms; (l) Purchaser 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 Shares has been made to him; (m) Purchaser has relied solely upon the advice of his own tax and legal advisors with respect to the tax and other legal aspects of this investment; (n) Purchaser acknowledges that the Shares have not been recommended by any Federal or state securities commission or regulatory authority. In making an investment decision investors must rely on their own examination of the Company and the terms of the offering, including the merits and risks involved. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. These Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act, and the applicable state securities laws, pursuant to registration or exemption therefrom. Investors should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time; The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of delivery of this Subscription Agreement and accompanying documents to the Company and shall survive the delivery of the Shares. If, in any respect, those representations and warranties shall not be true and accurate prior to acceptance or rejection of this subscription by the Company pursuant to paragraph 2, the undersigned shall immediately give written notice to the Company specifying which representations and warranties are not true and accurate and the reason therefor. Purchaser agrees that the foregoing representations and warranties may be used as a defense in any actions relating to the Company, and that it is only on the basis of such representations and warranties that the Company may be willing to accept Purchaser's subscription for Shares.

Representations, Warranties and Covenants of Purchaser. The Purchaser hereby acknowledges, represents and warrants to to, and covenants agrees with the Company as follows: (a) The Purchaser is an "“accredited investor" ” as such term is defined in by Rule 501(a) of Regulation D promulgated 501 under the Securities Act of 1933, as amended (the "Securities “Act"”);, and the Purchaser is capable of evaluating the merits and risks of the Purchaser’s investment in the Company and has the capacity to protect the Purchaser’s own interests. (b) The Purchaser has examined understands that the Company's Forms 10-QShares to be purchased have not been, 10-K and 8-K filed will not be, registered under the Act or the securities laws of any state by reason of a specific exemption from the registration provisions of the 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 Purchaser’s representations as expressed herein. (c) Purchaser acknowledges and understands that the Shares are being purchased for Purchaser’s own account 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 Shares 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 Shares 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 SECShares are not liquid investments. (d) The Purchaser acknowledges that the Shares must be held indefinitely unless subsequently registered under the Act or unless an exemption from such registration is available. In addition, the Purchaser is aware that the Company is currently a “shell company” as defined in Rule 405 under the Act and that the provisions of Rule 144 promulgated under the Act are not available until certain conditions precedent thereunder are met. The Purchaser acknowledges that the Purchaser is not relying on the Company in any way to satisfy the conditions precedent for resale of securities pursuant to Rule 144 under the Act. (e) The Purchaser acknowledges that the Purchaser 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 provided by the Company without unreasonable effort or expense) necessary to verify the accuracy of the information received by the Purchaser. In connection therewith, the Purchaser acknowledges that the Purchaser 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 Purchaser has received and reviewed all the information, both written and oral, that it desires. Without limiting the generality of the foregoing, the Purchaser has been furnished with or has had the opportunity to acquire, and to review, (i) copies of the Company’s most recent Annual Report on Form 10-K filed with the SEC and any Form 10-Q and Form 8-K filed thereafter (the “SEC DocumentsFilings”), and other 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. In determining whether to make this investment, the Purchaser has relied solely on the Purchaser’s own knowledge and understanding of the Company and its business based upon the SEC Documents Purchaser’s own due diligence investigations and the information furnished pursuant to this paragraph. The Purchaser 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 Purchaser has not relied on any other representations or information. (f) The Purchaser has all requisite legal and other power and authority to execute and deliver this Agreement and to carry out and perform the Purchaser’s obligations under the terms of this Agreement. This Agreement constitutes a valid and legally binding obligation of the Purchaser, 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) The Purchaser has not, and will not, incur, directly or indirectly, as a result of any action taken by the Purchaser, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement. (h) To the extent the Purchaser deems necessary, the Purchaser has reviewed with the Purchaser’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser relies solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be responsible for the Purchaser’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. (i) There are no actions, suits, proceedings or investigations made by or on behalf of pending against the Purchaser or its representative the Purchaser’s properties before any court or governmental agency (nor, to the Purchaser’s knowledge, is there any threat thereof) which would impair in evaluating any way the suitability Purchaser’s ability to enter into and fully perform the Purchaser’s commitments and obligations under this Agreement or the transactions contemplated hereby. (j) The execution, delivery and performance of an investment and compliance with this Agreement, and the issuance of the Shares will not result in any material violation of, or conflict with, or constitute a material default under, any of the Purchaser’s material agreements nor result in the Companycreation of any mortgage, pledge, lien, encumbrance or charge against any of the assets or properties of the Purchaser or the Shares. (k) Purchaser acknowledges that the Shares are speculative and recognizes that an investment in the Company involves involve a high degree of risk;risk and that the Purchaser can bear the economic risk of the purchase of the Shares, including a total loss of his investment. (cl) The Purchaser recognizes that no federal, state or foreign agency has been advised that (i) there may not be a market for recommended or endorsed the purchase of the Shares; and . (iim) it may not be possible to readily liquidate the Shares. Purchaser understands that it may not offer for sale, sell, pledge, hypothecate or otherwise transfer or dispose of its interest in any and all certificates representing the Shares unless and any and all securities issued in replacement thereof or in exchange therefor shall bear the Shares are following legend, or one substantially similar thereto, which Purchaser has read and understands: “The securities represented by this certificate have not been registered under the Securities Act of 1933. The securities have been acquired for investment and may not be sold, transferred or assigned in the absence of an effective registration statement for these securities under the Securities Act of 1933 or an opinion of the Company’s counsel that registration is not required under said Act.” (n) In addition, the certificates representing the Shares, and applicable state any and all securities issued in replacement thereof or in exchange therefor, shall bear such legend as may be required by the securities laws or of the transfer is exempt from such registration; (d) Purchaser's overall commitment to investments which are not readily marketable is not disproportionate to its net worth; its investment in the Company will not cause such overall commitment to become excessive; and it can afford to bear the loss of its entire investment in the Company; (e) Purchaser has adequate means of providing for its current needs and personal contingencies and has no need for liquidity in his investment in the Company; (f) Purchaser satisfies any special suitability or other applicable requirements of its state of residence and/or the state jurisdiction in which the transaction by which the Shares are exchanged occurs;Purchaser resides. (go) Purchaser acknowledges that Purchaser has such knowledge and experience in financial and business matters that it he is capable of evaluating the merits and risks of an investment in the Company, or Purchaser has employed the services Shares and of making an independent informed investment advisor, attorney or accountant to read all of the documents furnished or made available by the Company to it and to evaluate the merits and risks of such an investment on Purchaser's behalf;decision. (hp) Purchaser acknowledges represents that the Company has made available to Acquirer the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the acquisition of the Shares, the Company and the activities of the Company, and otherwise to obtain any additional information, to the extent that the Company possesses such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the SEC Documents. Purchaser understands that the Company has been ready and willing to answer any questions of Acquirer, but Purchaser does not require any additional information concerning the foregoing; (i) Purchaser hereby acknowledges that Purchaser has been advised that could be reasonably assumed to have the Shares have not been registered with the SEC. Purchaser represents that the Shares are being acquired for Purchaser's own account, for investment purposes only and not with a view towards distribution or resale to others. Purchaser agrees that Purchaser will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the Shares unless they are registered under the Securities Act or unless in the opinion of counsel satisfactory to the Company an exemption from such registration is available. Purchaser understands that the Shares have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which depends, in part, upon Purchaser's investment intention; (j) Purchaser understands that no federal or state securities administrator or agency has made any finding or determination relating to the fairness of this investment and that no federal or state securities administrator or agency has recommended or endorsed, or will recommend or endorse, the offering of the Shares; (k) The execution, delivery and performance by Purchaser of the Subscription Agreement are within the powers of Purchaser, have been duly authorized and will not constitute or result in a breach or default under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which Purchaser is a party or by which Purchaser is bound; and, if Purchaser is not an individual, will not violate any provision of the charter documents, by-laws, indenture of trust, partnership agreement or similar documents, as applicable, of Purchaser. The signatures on the Subscription Agreement are genuine; and the signatory, if Purchaser is an individual, has legal competence and capacity to execute the same, or, if Purchaser is not an individual, the signatory has been duly authorized to execute the sameprotect his/her/its own interests in connection with this subscription; and the Subscription Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms; or (l) Purchaser 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 Shares has been made to him; (mii) Purchaser has relied solely upon a pre-existing personal or business relationship with either the advice Company or an affiliate thereof of his own tax such duration and legal advisors with respect nature as would enable a reasonably prudent purchaser to be aware of the tax 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 legal aspects of this investment; (n) Purchaser acknowledges that the Shares have not been recommended by any Federal or state securities commission or regulatory authority. In making an investment decision investors must rely on their own examination of the Company and the terms of the offering, including the merits and risks involved. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. These Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act, and the applicable state securities laws, pursuant to registration or exemption therefrom. Investors should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time; The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of delivery of this Subscription Agreement and accompanying documents to the Company and shall survive the delivery of the Shares. If, in any respect, those representations and warranties shall not be true and accurate prior to acceptance or rejection of this subscription by the Company pursuant to paragraph 2, the undersigned shall immediately give written notice to the Company specifying which representations and warranties are not true and accurate and the reason therefor. Purchaser agrees that the foregoing representations and warranties may be used as a defense in any actions relating to the Company, and that it is only on the basis of such representations and warranties that the Company may be willing to accept Purchaser's subscription for Sharessubscription.

Representations, Warranties and Covenants of Purchaser. (a) The Purchaser hereby represents and warrants to to, and covenants with with, the Company as follows: : (ai) the Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares representing an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information it deems relevant in making an informed decision to purchase the Shares; (ii) the Purchaser is acquiring the number of Shares set forth in Section 2 above in the ordinary course of its business and for its own account for investment (as defined for purposes of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and the regulations thereunder) only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iii) the Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act and the Rules and Regulations; (iv) the Purchaser has, in connection with its decision to purchase the number of Shares set forth in Section 2 above, relied solely upon the upon its own diligence; (v) the Purchaser has been furnished all materials relating to the business, finances and operations of the Company and its subsidiaries and materials relating to the offer and sale of the Shares which have been requested by the Purchaser, and the Purchaser has been afforded the opportunity to ask questions of the Company and has received satisfactory answers to any such inquiries; and (vi) the Purchaser is an "“accredited investor" as such term is defined in ” within the meaning of Rule 501(a) 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act");. (b) The Purchaser has examined the Company's Forms 10-Q, 10-K acknowledges and 8-K filed with the Securities and Exchange Commission (the SEC) (the SEC Documents), has relied solely upon the SEC Documents and investigations made by or on behalf of Purchaser or its representative in evaluating the suitability of an investment in the Company, and recognizes agrees that an investment in the Company involves a high degree and its advisors have not provided any advice to the Purchaser regarding the federal, state, local or foreign tax implications of risk;the acquisition, ownership or disposition of the Shares and that it has been advised to consult its own tax advisor with respect to such implications. (c) Purchaser has been advised that (i) there may not be a market for the Shares; and (ii) it may not be possible to readily liquidate the Shares. Purchaser understands that it may not offer for sale, sell, pledge, hypothecate or otherwise transfer or dispose of its interest in the Shares unless the Shares are registered under the Securities Act of 1933 and applicable state securities laws or the transfer is exempt from such registration; (d) Purchaser's overall commitment to investments which are not readily marketable is not disproportionate to its net worth; its investment in the Company will not cause such overall commitment to become excessive; and it can afford to bear the loss of its entire investment in the Company; (e) Purchaser has adequate means of providing for its current needs and personal contingencies and has no need for liquidity in his investment in the Company; (f) Purchaser satisfies any special suitability or other applicable requirements of its state of residence and/or the state in which the transaction by which the Shares are exchanged occurs; (g) Purchaser 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 Company, or Purchaser has employed the services of an independent investment advisor, attorney or accountant to read all of the documents furnished or made available by the Company to it and to evaluate the merits and risks of such an investment on Purchaser's behalf; (h) Purchaser acknowledges that the Company has made available to Acquirer the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the acquisition of the Shares, the Company and the activities of the Company, and otherwise to obtain any additional information, to the extent that the Company possesses such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the SEC Documents. Purchaser understands that the Company has been ready and willing to answer any questions of Acquirer, but Purchaser does not require any additional information concerning the foregoing; (i) Purchaser hereby acknowledges that Purchaser has been advised that the Shares have not been registered with the SEC. Purchaser represents that the Shares are being acquired for Purchaser's own account, for investment purposes only and not with a view towards distribution or resale to others. Purchaser agrees that Purchaser will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the Shares unless they are registered under the Securities Act or unless in the opinion of counsel satisfactory to the Company an exemption from such registration is available. The Purchaser understands that the Shares have not been registered under the Securities Act by reason of a claimed specific exemption therefrom and that the Shares must be held indefinitely, unless they are subsequently registered under the provisions Securities Act or the Purchaser obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel, that such registration is not required. The Purchaser further acknowledges and understands that the Purchaser is under no obligation to register the Shares. (d) The Purchaser acknowledges and understands that he will not sell, transfer or otherwise dispose of the Shares in violation of the Securities Act, the Securities Exchange Act of 1934, as amended, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Purchaser agrees that he will not dispose of the Shares unless and until he or she has complied with all requirements of this Agreement applicable to the disposition of Shares and he has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not require registration of the Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act which depends, in part, upon Purchaser's investment intention; (j) Purchaser understands that no federal or state securities administrator or agency has made with any finding or determination relating to exemption from registration available under the fairness of this investment and that no federal or state securities administrator or agency has recommended or endorsed, or will recommend or endorse, the offering of the Shares; (k) The execution, delivery and performance by Purchaser of the Subscription Agreement are within the powers of Purchaser, have been duly authorized and will not constitute or result in a breach or default under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which Purchaser is a party or by which Purchaser is bound; and, if Purchaser is not an individual, will not violate any provision of the charter documents, by-laws, indenture of trust, partnership agreement or similar documents, as applicable, of Purchaser. The signatures on the Subscription Agreement are genuine; and the signatory, if Purchaser is an individual, has legal competence and capacity to execute the same, or, if Purchaser is not an individual, the signatory has been duly authorized to execute the same; and the Subscription Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms; (l) Purchaser acknowledges that no general solicitation or general advertising Securities Act (including communications published in any newspaper, magazine or other broadcastRule 144) has been received by him taken and that no public solicitation or advertisement with respect (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the offering of the Shares has been made to him; (m) Purchaser has relied solely upon the advice of his own tax and legal advisors with respect to the tax and other legal aspects of this investment; (n) Purchaser acknowledges that the Shares have not been recommended by any Federal or state securities commission or regulatory authority. In making an investment decision investors must rely on their own examination of the Company and the terms of the offering, including the merits and risks involved. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. These Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act, and the applicable state securities laws, pursuant to registration or exemption therefrom. Investors should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time; The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of delivery of this Subscription Agreement and accompanying documents to the Company and shall survive the delivery of the Shares. If, in any respect, those representations and warranties shall not be true and accurate prior to acceptance or rejection of this subscription by the Company pursuant to paragraph 2, the undersigned shall immediately give written notice to the Company specifying which representations and warranties are not true and accurate and the reason therefor. Purchaser agrees that the foregoing representations and warranties may be used as a defense in any actions relating to the Company, and that it is only on the basis of such representations and warranties that the Company may be willing to accept Purchaser's subscription for Shareslaw.

Representations, Warranties and Covenants of Purchaser. Purchaser hereby represents and warrants to and covenants with to Seller as of the Company Closing Date, as follows: (aA) Purchaser has the relevant entity power and authority to execute and deliver this Agreement and to perform its obligations hereunder and has taken all actions necessary to authorize the execution and delivery of this Agreement, the performance of Purchaser’s obligations hereunder and the consummation of the transactions contemplated herein. (B) (i) Purchaser is an "“accredited investor" as such term is defined in ” within the meaning of Rule 501(a) 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "“Securities Act"”); ; (bii) Purchaser has examined sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company's Forms 10-Q, 10-K ’s stage of development so as to be able to evaluate the risks and 8-K filed with the Securities and Exchange Commission (the SEC) (the SEC Documents), has relied solely upon the SEC Documents and investigations made by or on behalf merits of Purchaser or its representative in evaluating the suitability of an investment in the Company, and recognizes that an Purchaser’s investment in the Company involves a high degree of risk; and it is able financially to bear the risks thereof; (ciii) Purchaser has been advised that received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the Common Shares to be purchased by Purchaser under this Agreement; (i) there may not be a market for the Shares; and (ii) it may not be possible to readily liquidate the Shares. Purchaser understands that it may not offer for sale, sell, pledge, hypothecate or otherwise transfer or dispose of its interest in the Shares unless the Shares are registered under the Securities Act of 1933 and applicable state securities laws or the transfer is exempt from such registration; (d) Purchaser's overall commitment to investments which are not readily marketable is not disproportionate to its net worth; its investment in the Company will not cause such overall commitment to become excessive; and it can afford to bear the loss of its entire investment in the Company; (eiv) Purchaser further has adequate means of providing for its current needs and personal contingencies and has no need for liquidity in his investment in the Company; (f) Purchaser satisfies any special suitability or other applicable requirements of its state of residence and/or the state in which the transaction by which the Shares are exchanged occurs; (g) Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of had an investment in the Company, or Purchaser has employed the services of an independent investment advisor, attorney or accountant to read all of the documents furnished or made available by the Company to it and to evaluate the merits and risks of such an investment on Purchaser's behalf; (h) Purchaser acknowledges that the Company has made available to Acquirer the opportunity to ask questions of, and receive answers from, representatives of regarding the Company concerning the acquisition of the Shares, the Company Common Shares and the activities of the Company, and otherwise to obtain any additional information, to the extent that the Company possesses such information or could acquire it without unreasonable effort or expense, necessary to verify any information furnished to Purchaser or to which Purchaser had access; and (v) the accuracy of the information contained in the SEC Documents. Common Shares being purchased by Purchaser understands that the Company has been ready and willing to answer any questions of Acquirer, but Purchaser does not require any additional information concerning the foregoing; (i) Purchaser hereby acknowledges that Purchaser has been advised that the Shares have not been registered with the SEC. Purchaser represents that the Shares are being acquired for Purchaser's ’s own account, account for the purpose of investment purposes only and not with a view towards to, or for resale in connection with, any distribution or resale to others. Purchaser agrees that Purchaser will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion thereof within the meaning of the Shares unless they are registered under the Securities Act or unless in the opinion of counsel satisfactory to the Company an exemption from such registration is available. Act. (C) Purchaser understands that (i) the Common Shares have not been registered under the Securities Act by reason because of a claimed exemption under the provisions of the Securities Act which depends, in part, upon Purchaser's investment intention; (j) Purchaser understands that no federal or state securities administrator or agency has made any finding or determination relating to the fairness of this investment and that no federal or state securities administrator or agency has recommended or endorsed, or will recommend or endorse, the offering of the Shares; (k) The execution, delivery and performance by Purchaser of the Subscription Agreement are within the powers of Purchaser, have been duly authorized and will not constitute or result their sale in a breach or default under, or conflict with, any order, ruling or regulation transaction exempt from the registration requirements of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which Purchaser is a party or by which Purchaser is bound; and, if Purchaser is not an individual, will not violate any provision of the charter documents, by-laws, indenture of trust, partnership agreement or similar documents, as applicable, of Purchaser. The signatures on the Subscription Agreement are genuine; and the signatory, if Purchaser is an individual, has legal competence and capacity to execute the same, or, if Purchaser is not an individual, the signatory has been duly authorized to execute the same; and the Subscription Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms; (l) Purchaser 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 Shares has been made to him; (m) Purchaser has relied solely upon the advice of his own tax and legal advisors with respect to the tax and other legal aspects of this investment; (n) Purchaser acknowledges that the Shares have not been recommended by any Federal or state securities commission or regulatory authority. In making an investment decision investors must rely on their own examination of the Company and the terms of the offering, including the merits and risks involved. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. These Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act, (ii) the Common Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, and (iii) the applicable state securities laws, pursuant to registration or exemption therefrom. Investors should be aware that they will be required to Common Shares bear the financial risks of this investment for an indefinite period of time; The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of delivery of this Subscription Agreement and accompanying documents to the Company and shall survive the delivery of the Shares. If, in any respect, those representations and warranties shall not be true and accurate prior to acceptance or rejection of this subscription appropriate legend required by the Company pursuant to paragraph 2, the undersigned shall immediately give written notice to the Company specifying which representations and warranties are not true and accurate and the reason therefor. Purchaser agrees that the foregoing representations and warranties may be used as a defense in any actions relating to the Company, and that it is only on the basis of such representations and warranties that the Company may be willing to accept Purchaser's subscription for SharesSecurities Act.

Representations, Warranties and Covenants of Purchaser. Purchaser hereby represents and warrants to and covenants with the Company as follows: (a) Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"); (b) Purchaser has examined the Company's Forms 10-Q, 10-K and 8-K filed with the Securities and Exchange Commission (the "SEC") (the "SEC Documents"), has relied solely upon the SEC Documents and investigations made by or on behalf of Purchaser or its representative in evaluating the suitability of an investment in the Company, and recognizes that an investment in the Company involves a high degree of risk; (c) Purchaser has been advised that (i) there may not be a market for the SharesNote; and (ii) it may not be possible to readily liquidate the SharesNote. Purchaser understands that it may not offer for sale, sell, pledge, hypothecate or otherwise transfer or dispose of its interest in the Shares Note unless the Shares are Note is registered under the Securities Act of 1933 and applicable state securities laws or the transfer is exempt from such registration; (d) Purchaser's overall commitment to investments which are not readily marketable is not disproportionate to its net worth; its investment in the Company will not cause such overall commitment to become excessive; and it can afford to bear the loss of its entire investment in the Company; (e) Purchaser has adequate means of providing for its current needs and personal contingencies and has no need for liquidity in his investment in the Company; (f) Purchaser satisfies any special suitability or other applicable requirements of its state of residence and/or the state in which the transaction by which the Shares Notes are exchanged issued occurs; (g) Purchaser 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 Company, or Purchaser has employed the services of an independent investment advisor, attorney or accountant to read all of the documents furnished or made available by the Company to it and to evaluate the merits and risks of such an investment on Purchaser's behalf; (h) Purchaser acknowledges that the Company has made available to Acquirer the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the acquisition of the SharesNote, the Company Company, and the activities of the Company, and otherwise to obtain any additional information, to the extent that the Company possesses such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the SEC Documents. Purchaser understands that the Company has been ready and willing to answer any questions of Acquirer, but Purchaser does not require any additional information concerning the foregoing; (i) Purchaser hereby acknowledges that Purchaser has been advised that the Shares have Note has not been registered with the SEC. Purchaser represents that the Shares are Note is being acquired for Purchaser's own account, for investment purposes only only, and not with a view towards distribution or resale to others. Purchaser agrees that Purchaser will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the Shares Note unless they are it is registered under the Securities Act or unless in the opinion of counsel satisfactory to the Company an exemption from such registration is available. Purchaser understands that the Shares have Note has not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which depends, in part, upon Purchaser's investment intention; (j) Purchaser understands that no federal or state securities administrator or agency has made any finding or determination relating to the fairness of this investment and that no federal or state securities administrator or agency has recommended or endorsed, or will recommend or endorse, the offering of the SharesNote; (k) The execution, delivery and performance by Purchaser of the Subscription Agreement are within the powers of Purchaser, have been duly authorized and will not constitute or result in a breach or default under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which Purchaser is a party or by which Purchaser is bound; and, if Purchaser is not an individual, will not violate any provision of the charter documents, by-laws, indenture of trust, partnership agreement or similar documents, as applicable, of Purchaser. The signatures on the Subscription Agreement are genuine; and the signatory, if Purchaser is an individual, has legal competence and capacity to execute the same, or, if Purchaser is not an individual, the signatory has been duly authorized to execute the same; and the Subscription Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms; (l) Purchaser 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 Shares Note has been made to him; (m) Purchaser has relied solely upon the advice of his own tax and legal advisors with respect to the tax and other legal aspects of this investment; (n) Purchaser acknowledges that the Shares have Note has not been recommended by any Federal or state securities commission or regulatory authority. In making an investment decision investors must rely on their own examination of the Company and the terms of the offering, including the merits and risks involved. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. These Shares are This Note is subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act, and the applicable state securities laws, pursuant to registration or exemption therefrom. Investors should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time; The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of delivery of this Subscription Agreement and accompanying documents to the Company and shall survive the delivery of the SharesNote. If, in any respect, those representations and warranties shall not be true and accurate prior to acceptance or rejection of this subscription by the Company pursuant to paragraph 2, the undersigned shall immediately give written notice to the Company specifying which representations and warranties are not true and accurate and the reason therefor. Purchaser agrees that the foregoing representations and warranties may be used as a defense in any actions relating to the Company, and that it is only on the basis of such representations and warranties that the Company may be willing to accept Purchaser's subscription for Sharesthe Note.

Representations, Warranties and Covenants of Purchaser. Purchaser hereby represents and warrants to and covenants with the Company as follows: (a) Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"); (b) Purchaser has examined the Company's Forms 10-QQSB, 10-K KSB and 8-K filed with the Securities and Exchange Commission (the "SEC") (the "SEC Documents"), has relied solely upon the SEC Documents and investigations made by or on behalf of Purchaser or its representative in evaluating the suitability of an investment in the Company, and recognizes that an investment in the Company involves a high degree of risk; (c) Purchaser has been advised that (i) there may not be a market for the SharesSecurities; and (ii) it may not be possible to readily liquidate the SharesSecurities. Purchaser understands that it may not offer for sale, sell, pledge, hypothecate or otherwise transfer or dispose of its interest in the Shares Securities unless the Shares Securities are registered under the Securities Act of 1933 and applicable state securities laws or the transfer is exempt from such registration, for example pursuant to Rule 144 governing the resale of restricted securities, or through other means that are exempt from registration; (d) Purchaser's overall commitment to investments which are not readily marketable is not disproportionate to its net worth; its investment in the Company will not cause such overall commitment to become excessive; and it can afford to bear the loss of its entire investment in the Company; (e) Purchaser has adequate means of providing for its current needs and personal contingencies and has no need for liquidity in his investment in the Company; (f) Purchaser satisfies any special suitability or other applicable requirements of its state of residence and/or the state in which the transaction by which the Shares Securities are exchanged occurspurchased; (g) Purchaser 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 Company, or Purchaser has employed the services of an independent investment advisor, attorney or accountant to read all of the documents furnished or made available by the Company to it and to evaluate the merits and risks of such an investment on Purchaser's behalf; (h) Purchaser acknowledges that the Company has made available to Acquirer the Purchaser the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the acquisition of the SharesSecurities, the Company Company, and the activities of the Company, and otherwise to obtain any additional information, to the extent that the Company possesses such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the SEC Documents. Purchaser understands that the Company has been ready and willing to answer any questions of Acquirerthe Purchaser, but and Purchaser does not require any additional information concerning the foregoing; (i) Purchaser hereby acknowledges that Purchaser has been advised that the Shares Securities have not been registered with the SEC. Purchaser represents that the Shares Securities are being acquired for Purchaser's own account, for investment purposes only and not with a view towards distribution or resale to others. Purchaser agrees that Purchaser will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the Shares Securities unless they are registered under the Securities Act or unless in the opinion of counsel satisfactory to the Company an exemption from such registration is available, for example under Rule 144 governing the resale of restricted securities, or other means that are exempt from registration. Purchaser understands that the Shares Securities have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which depends, in part, upon Purchaser's investment intention; (j) Purchaser understands that no federal or state securities administrator or agency has made any finding or determination relating to the fairness of this investment and that no federal or state securities administrator or agency has recommended or endorsed, or will recommend or endorse, the offering of the SharesSecurities; (k) The execution, delivery and performance by Purchaser of the Subscription Agreement are within the powers of Purchaser, have been duly authorized and will not constitute or result in a breach or default under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which Purchaser is a party or by which Purchaser is bound; and, if Purchaser is not an individual, will not violate any provision of the charter documents, by-laws, indenture of trust, partnership agreement or similar documents, as applicable, of Purchaser. The signatures on the Subscription Agreement are genuine; and the signatory, if Purchaser is an individual, has legal competence and capacity to execute the same, or, if Purchaser is not an individual, the signatory has been duly authorized to execute the same; and the Subscription Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms; (l) Purchaser 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 Shares Securities has been made to him; (m) Purchaser has relied solely upon the advice of his own tax and legal advisors with respect to the tax and other legal aspects of this investment; (n) Purchaser acknowledges that the Shares Securities have not been recommended by any Federal or state securities commission or regulatory authority. In making an investment decision investors must rely on their own examination of the Company and the terms of the offering, including the merits and risks involved. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. These Shares Securities are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act, and the applicable state securities laws, pursuant to registration or exemption therefrom, for example under Rule 144 governing the resale of restricted securities. Investors should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time; The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of delivery of this Subscription Agreement and accompanying documents to the Company and shall survive the delivery of the SharesSecurities. If, in any respect, those representations and warranties shall not be true and accurate prior to acceptance or rejection of this subscription by the Company pursuant to paragraph 2, the undersigned shall immediately give written notice to the Company specifying which representations and warranties are not true and accurate and the reason therefor. Purchaser agrees that the foregoing representations and warranties may be used as a defense in any actions relating to the Company, and that it is only on the basis of such representations and warranties that the Company may be willing to accept Purchaser's subscription for Sharesthe Securities.

Representations, Warranties and Covenants of Purchaser. The Purchaser hereby acknowledges, represents and warrants to and covenants and agrees with the Company as followsthat: (a) Purchaser is an "accredited investor" ", as such term is defined in Rule 501(a) 501 of Regulation D promulgated under the Securities Act. Purchaser is acquiring the Units for Purchaser's own account and not for the account or benefit of any other person. The Units, and the shares of Common Stock and the Warrants constituting the Units and the shares of Common Stock for which the Warrants may be exercised (collectively, the "Securities") will be acquired by the Subscriber in good faith for investment and not with a view to the distribution thereof. The Purchaser does not presently intend to sell or otherwise dispose of all or any part of the Securities upon the occurrence or nonoccurrence of any predetermined event; (b) The Purchaser is willing and able to bear the economic risk of an investment in the Units in an amount equal to the amount the Purchaser has subscribed to purchase, and the Purchaser has adequate means of providing for current needs and reasonably anticipated contingencies and has no need for liquidity in such investment. In making these statements, the Purchaser has taken into account (i) that Purchaser may have to hold the Securities for an indefinite period and (ii) that the Purchaser could experience a complete loss of Purchaser's investment in the Units; (c) Purchaser; (i) has been provided with copies of all of the reports and other documents filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") , during the past twelve months; (ii) has been given the opportunity to ask questions of the company and its management concerning the Company, the Units, the terms and conditions of the offering and other matters pertaining to this investment, in order for Purchaser to evaluate the merits and risks of an investment in the Units, and Purchaser has received satisfactory responses to all such questions; and (iii) acknowledges that the Units were not offered to Purchaser by way of any general solicitation or advertising and at no time was the Purchaser presented with or solicited by means of any leaflet, public promotional meeting, circular, radio or television advertisement, newspaper or magazine article; (d) since the offer and sale of the Units and of the Common Stock issuable upon exercise of the Warrants have not boon registered under the Securities Act in reliance upon Regulation 0 among other provisions, Purchaser will only offer or resell the Securities in compliance with the provisions of all applicable securities laws and regulations. Purchaser will offer or resell the Securities only if the Securities are registered under the Securities Act or an exemption from such registration, including without limitation the exemption afforded under Rule 144, is available. Unless such registration has been affected or such an exemption is available, the Company shall not permit the transfer of the Securities. The Purchaser understands and agrees that the Company may take such reasonable steps as it deems appropriate to ensure compliance with the offer, resale and other restrictions on transfer and conversion contained in this Subscription Agreement 2 (the "Agreement") or arising under applicable securities laws, including instituting "stop transfer" instructions with respect to the Securities and endorsing restrictive legends, such as the following, on certificates representing the Securities: to the securities represented by this Certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"); (b) Purchaser has examined the Company's Forms 10-Q, 10-K and 8-K filed with are "restricted securities" as that term is defined in Rule 144 under the Securities and Exchange Commission (the SEC) (the SEC Documents), has relied solely upon the SEC Documents and investigations made by or on behalf of Purchaser or its representative in evaluating the suitability of an investment in the Company, and recognizes that an investment in the Company involves a high degree of risk; (c) Purchaser has been advised that (i) there Act. The securities may not be a market for the Shares; and (ii) it may not be possible to readily liquidate the Shares. Purchaser understands that it may not offer offered for sale, sell, pledge, hypothecate sold or otherwise transfer or dispose of its interest in the Shares unless the Shares are registered under the Securities Act of 1933 and applicable state securities laws or the transfer is exempt from such registration; (d) Purchaser's overall commitment transferred except pursuant to investments which are not readily marketable is not disproportionate to its net worth; its investment in the Company will not cause such overall commitment to become excessive; and it can afford to bear the loss of its entire investment in the Company; (e) Purchaser has adequate means of providing for its current needs and personal contingencies and has no need for liquidity in his investment in the Company; (f) Purchaser satisfies any special suitability or other applicable requirements of its state of residence and/or the state in which the transaction by which the Shares are exchanged occurs; (g) Purchaser 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 Company, or Purchaser has employed the services of an independent investment advisor, attorney or accountant to read all of the documents furnished or made available by the Company to it and to evaluate the merits and risks of such an investment on Purchaser's behalf; (h) Purchaser acknowledges that the Company has made available to Acquirer the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the acquisition of the Shares, the Company and the activities of the Company, and otherwise to obtain any additional information, to the extent that the Company possesses such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the SEC Documents. Purchaser understands that the Company has been ready and willing to answer any questions of Acquirer, but Purchaser does not require any additional information concerning the foregoing; (i) Purchaser hereby acknowledges that Purchaser has been advised that the Shares have not been registered with the SEC. Purchaser represents that the Shares are being acquired for Purchaser's own account, for investment purposes only and not with a view towards distribution or resale to others. Purchaser agrees that Purchaser will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the Shares unless they are registered effective registration statement under the Securities Act or unless in the opinion of counsel satisfactory pursuant to the Company an exemption from such registration is available. Purchaser understands that the Shares have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which depends, in part, upon Purchaser's investment intention;Act." (je) Purchaser understands that no federal or state securities administrator or agency has made any finding or determination relating to the fairness The execution and delivery of this investment Agreement by Purchaser and that no federal or state securities administrator or agency has recommended or endorsed, or will recommend or endorse, the offering of the Shares; (k) The execution, delivery and performance consummation by Purchaser of the Subscription transactions contemplated by this Agreement are within the powers of Purchaser, have been duly authorized and will not constitute violate any statute or result in a breach law or default underany judgment, decree, order ' regulation or conflict with, any order, ruling or regulation rule of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which Purchaser is a party or authority by which Purchaser is bound; and, if Purchaser is not an individual, will not violate any provision of the charter documents, by-laws, indenture of trust, partnership agreement or similar documents, as applicable, of Purchaser. The signatures on the Subscription Agreement are genuine; and the signatory, if Purchaser is an individual, has legal competence and capacity to execute the same, bound or, if Purchaser is not an individualother than a natural person, the signatory has been duly authorized to execute the same; and the Subscription Agreement constitutes the legalcharter, valid and binding obligation of Purchaser, enforceable in accordance with its terms; (l) Purchaser acknowledges that no general solicitation or general advertising (including communications published in any newspaper, magazine bylaws or other broadcast) has been received by him instruments under which Purchaser is formed and that no public solicitation or advertisement with respect to the offering of the Shares has been made to him; (m) Purchaser has relied solely upon the advice of his own tax and legal advisors with respect to the tax and other legal aspects of this investment; (n) Purchaser acknowledges that the Shares have not been recommended by any Federal or state securities commission or regulatory authority. In making an investment decision investors must rely on their own examination of the Company and the terms of the offering, including the merits and risks involved. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. These Shares its activities are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act, and the applicable state securities laws, pursuant to registration or exemption therefrom. Investors should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time; The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of delivery of this Subscription Agreement and accompanying documents to the Company and shall survive the delivery of the Shares. If, in any respect, those representations and warranties shall not be true and accurate prior to acceptance or rejection of this subscription by the Company pursuant to paragraph 2, the undersigned shall immediately give written notice to the Company specifying which representations and warranties are not true and accurate and the reason therefor. Purchaser agrees that the foregoing representations and warranties may be used as a defense in any actions relating to the Company, and that it is only on the basis of such representations and warranties that the Company may be willing to accept Purchaser's subscription for Sharesgoverned.

Representations, Warranties and Covenants of Purchaser. Purchaser hereby represents and represents, warrants to and covenants with to Seller the Company as followsfollowing: (a) The Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"); (b) Purchaser has examined the Company's Forms 10-Q, 10-K a sophisticated investor and 8-K filed with the Securities and Exchange Commission (the SEC) (the SEC Documents), has relied solely upon the SEC Documents and investigations made by or on behalf of Purchaser or its representative in evaluating the suitability of an investment in the Company, and recognizes that an investment in the Company involves a high degree of risk; (c) Purchaser has been advised that (i) there may not be a market for the Shares; and (ii) it may not be possible to readily liquidate the Shares. Purchaser understands that it may not offer for sale, sell, pledge, hypothecate or otherwise transfer or dispose of its interest in the Shares unless the Shares are registered under the Securities Act of 1933 and applicable state securities laws or the transfer is exempt from such registration; (d) Purchaser's overall commitment to investments which are not readily marketable is not disproportionate to its net worth; its investment in the Company will not cause such overall commitment to become excessive; and it can afford to bear the loss of its entire investment in the Company; (e) Purchaser has adequate means of providing for its current needs and personal contingencies and has no need for liquidity in his investment in the Company; (f) Purchaser satisfies any special suitability or other applicable requirements of its state of residence and/or the state in which the transaction by which the Shares are exchanged occurs; (g) Purchaser has such knowledge and experience in financial and business matters that it the Purchaser is capable of evaluating the merits and risks of this investment. Purchaser is also an investment accredited investor as defined in the CompanySEC Regulation D, or Purchaser has employed the services of an independent investment advisor, attorney or accountant to read all of the documents furnished or made available by the Company to it and to evaluate the merits and risks of such an investment on Purchaser's behalf;Rule 501. (hb) Purchaser acknowledges that the Company has made available to Acquirer the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the acquisition of the Shares, the Company and the activities of the Company, and otherwise to obtain any additional information, to the extent that the Company possesses such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the SEC Documents. Purchaser understands that the Company has been ready and willing to answer any questions of Acquirer, but Purchaser does not require any additional information concerning the foregoing; (i) Purchaser hereby acknowledges that Purchaser has been advised that the Shares have not been registered with the SEC. Purchaser represents that the The Shares are being acquired solely for each Purchaser's ’s own account, for investment purposes only only, and are not being purchased with a view towards distribution or resale to others. Purchaser agrees that Purchaser will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the Shares unless they are registered under the Securities Act or unless in the opinion of counsel satisfactory to the Company an exemption from such registration is available. resale, distribution, subdivision or fractionalization thereof. (c) The Purchaser understands that the Shares have not been registered under the U.S. Securities Act of 1933, as amended, (the “Act”), or any state securities laws, in reliance upon exemptions from securities registration for certain private transactions. Purchaser understands and agrees that none of the Shares may be resold or otherwise disposed of by reason of a claimed exemption him unless the Shares are subsequently registered under the provisions Act and under appropriate state securities laws, or unless sold pursuant to applicable exemptions from registration such as Rule 144 or Regulation S (if available to Purchaser). (d) The Purchaser is authorized to enter into this Agreement. (e) The Purchaser is familiar with the business and financial condition of the Securities Act which dependsCompany, in part, upon and Purchaser confirms that all documents necessary for Purchaser's investment intention; (j) Purchaser understands that no federal or state securities administrator or agency has made any finding or determination relating to the fairness ’s evaluation of this investment and that no federal or state securities administrator or agency has recommended or endorsedinvestment, or will recommend or endorse, the offering of the Shares; (k) The execution, delivery and performance as requested by Purchaser of the Subscription Agreement are within the powers of Purchaser, have been duly authorized made available to Purchaser. Purchaser has had access to the periodic reports of the Company filed with the U.S. Securities and will not constitute or result in a breach or default underExchange Commission, or conflict withincluding the Annual Reports on Form 10-K, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Quarterly Reports filed on Form 10-Q and all Current Reports filed on Form 8-K. (f) Purchaser is a party or by which aware that an investment in the Shares is highly speculative and subject to substantial risks. Purchaser is bound; andcapable of bearing the high degree of economic risk and the burden of this venture, if Purchaser is including, but not an individuallimited to, will not violate any provision the possibility of the charter documents, by-laws, indenture complete loss of trust, partnership agreement or similar documents, as applicable, of the Purchaser. The signatures on ’s investment in the Subscription Agreement are genuine; Shares and the signatoryrestricted transferability of the Shares. (g) Purchaser hereby agrees to indemnify Seller, if Purchaser is an individualand hold Seller harmless from and against any and all liability, has legal competence damage, cost and capacity to execute expense incurred on account of or arising out of: (1) Any material inaccuracy or material default in the samedeclarations, orrepresentations, if Purchaser is not an individual, the signatory has been duly authorized to execute the same; warranties and the Subscription Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable in accordance with its termscovenants hereinabove set forth; (l2) Purchaser acknowledges that no general solicitation Any action, suit 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 Shares has been made to him; (m) Purchaser has relied solely proceeding based upon the advice of his own tax and legal advisors with respect to claim that said declarations, representations, warranties or covenants were materially inaccurate or materially misleading or otherwise cause for obtaining damages or redress from the tax and other legal aspects of this investment; (n) Purchaser acknowledges that the Shares have not been recommended by any Federal or state securities commission or regulatory authority. In making an investment decision investors must rely on their own examination of the Company and the terms of the offering, including the merits and risks involved. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. These Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act, and the applicable state securities laws, pursuant to registration or exemption therefrom. Investors should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time; The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of delivery of this Subscription Agreement and accompanying documents to the Company and shall survive the delivery of the Shares. If, in any respect, those representations and warranties shall not be true and accurate prior to acceptance or rejection of this subscription by the Company pursuant to paragraph 2, the undersigned shall immediately give written notice to the Company specifying which representations and warranties are not true and accurate and the reason therefor. Purchaser agrees that the foregoing representations and warranties may be used as a defense in any actions relating to the Company, and that it is only on the basis of such representations and warranties that the Company may be willing to accept Purchaser's subscription for Shares.

Representations, Warranties and Covenants of Purchaser. Purchaser hereby represents and warrants to and covenants with the Company as follows: (a) Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"); (b) Purchaser has examined the Company's Forms 10-Q, 10-K and 8-K filed with the Securities and Exchange Commission (the "SEC") (the "SEC Documents"), has relied solely upon the SEC Documents and investigations made by or on behalf of Purchaser or its representative in evaluating the suitability of an investment in the Company, and recognizes that an investment in the Company involves a high degree of risk; (c) Purchaser has been advised that (i) there may not be a market for the Shares; and (ii) it may not be possible to readily liquidate the Shares. Purchaser understands that it may not offer for sale, sell, pledge, hypothecate or otherwise transfer or dispose of its interest in the Shares unless the Shares are registered under the Securities Act of 1933 and applicable state securities laws or the transfer is exempt from such registration; (d) Purchaser's overall commitment to investments which are not readily marketable is not disproportionate to its net worth; its investment in the Company will not cause such overall commitment to become excessive; and it can afford to bear the loss of its entire investment in the Company; (e) Purchaser has adequate means of providing for its current needs and personal contingencies and has no need for liquidity in his investment in the Company; (f) Purchaser satisfies any special suitability or other applicable requirements of its state of residence and/or the state in which the transaction by which the Shares are exchanged occurs; (g) Purchaser 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 Company, or Purchaser has employed the services of an independent investment advisor, attorney or accountant to read all of the documents furnished or made available by the Company to it and to evaluate the merits and risks of such an investment on Purchaser's behalf; (h) Purchaser acknowledges that the Company has made available to Acquirer the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the acquisition of the Shares, the Company and the activities of the Company, and otherwise to obtain any additional information, to the extent that the Company possesses such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the SEC Documents. Purchaser understands that the Company has been ready and willing to answer any questions of Acquirer, but Purchaser does not require any additional information concerning the foregoing; (i) Purchaser hereby acknowledges that Purchaser has been advised that the Shares have not been registered with the SEC. Purchaser represents that the Shares are being acquired for Purchaser's own account, for investment purposes only and not with a view towards distribution or resale to others. Purchaser agrees that Purchaser will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the Shares unless they are registered under the Securities Act or unless in the opinion of counsel satisfactory to the Company an exemption from such registration is available. Purchaser understands that the Shares have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which depends, in part, upon Purchaser's investment intention; (j) Purchaser understands that no federal or state securities administrator or agency has made any finding or determination relating to the fairness of this investment and that no federal or state securities administrator or agency has recommended or endorsed, or will recommend or endorse, the offering of the Shares; (k) The execution, delivery and performance by Purchaser of the Subscription Agreement are within the powers of Purchaser, have been duly authorized and will not constitute or result in a breach or default under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which Purchaser is a party or by which Purchaser is bound; and, if Purchaser is not an individual, will not violate any provision of the charter documents, by-laws, indenture of trust, partnership agreement or similar documents, as applicable, of Purchaser. The signatures on the Subscription Agreement are genuine; and the signatory, if Purchaser is an individual, has legal competence and capacity to execute the same, or, if Purchaser is not an individual, the signatory has been duly authorized to execute the same; and the Subscription Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms; (l) Purchaser 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 Shares has been made to him; (m) Purchaser has relied solely upon the advice of his own tax and legal advisors with respect to the tax and other legal aspects of this investment; (n) Purchaser acknowledges that the Shares have not been recommended by any Federal or state securities commission or regulatory authority. In making an investment decision investors must rely on their own examination of the Company and the terms of the offering, including the merits and risks involved. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. These Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act, and the applicable state securities laws, pursuant to registration or exemption therefrom. Investors should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time; The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of delivery of this Subscription Agreement and accompanying documents to the Company and shall survive the delivery of the Shares. If, in any respect, those representations and warranties shall not be true and accurate prior to acceptance or rejection of this subscription by the Company pursuant to paragraph 2, the undersigned shall immediately give written notice to the Company specifying which representations and warranties are not true and accurate and the reason therefor. Purchaser agrees that the foregoing representations and warranties may be used as a defense in any actions relating to the Company, and that it is only on the basis of such representations and warranties that the Company may be willing to accept Purchaser's =s subscription for Shares.

Representations, Warranties and Covenants of Purchaser. Purchaser hereby represents and represents, warrants to and covenants with to the Company that on the date hereof, as followsof the Closing Date and as of the date of any transfer of Shares: (a) Purchaser has all requisite power to execute and deliver this Agreement, and all other documents and agreements contemplated hereby and thereby, and to perform the provisions hereof and thereof and to consummate the transactions contemplated hereby and thereby. (b) The execution, delivery and performance of this Agreement, and all other documents and agreements contemplated hereby and thereby, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized and approved by Purchaser. this Agreement, and all other documents and agreements contemplated hereby and thereby have each been duly authorized, executed and delivered by, and each is the valid and binding obligation of, Purchaser enforceable against Purchaser in accordance with its terms, except as may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws or by legal or equitable principles relating to or limiting creditors' rights generally. (c) Purchaser is a company organized under the law of the British Virgin Islands having its principal place of business in Tortola, B.V.I. Purchaser is not a U.S. Person within the meaning of Regulation S. (d) Purchaser is an "accredited investor" as such term is defined in Rule 501(a) within that meaning of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"); (b) Purchaser has examined the Company's Forms 10-Q, 10-K and 8-K filed with the Securities and Exchange Commission (the SEC) (the SEC Documents), has relied solely upon the SEC Documents and investigations made by or on behalf of Purchaser or its representative in evaluating the suitability of an investment in the Company, and recognizes is acquiring the Shares for investment for its own account, and not with a view to distribution subject, nevertheless, to any requirement of law that an investment in the Company involves a high degree of risk; (c) Purchaser has been advised that (i) there may not be a market for the Shares; and (ii) it may not be possible to readily liquidate the Shares. Purchaser understands that it may not offer for sale, sell, pledge, hypothecate or otherwise transfer or dispose disposition of its interest in the Shares unless the Shares are registered under the Securities Act of 1933 and applicable state securities laws or the transfer is exempt from such registration; (d) Purchaser's overall commitment to investments which are not readily marketable is not disproportionate to property shall at all times be within its net worth; its investment in the Company will not cause such overall commitment to become excessive; and it can afford to bear the loss of its entire investment in the Company; (e) Purchaser has adequate means of providing for its current needs and personal contingencies and has no need for liquidity in his investment in the Company; (f) Purchaser satisfies any special suitability or other applicable requirements of its state of residence and/or the state in which the transaction by which the Shares are exchanged occurs; (g) control. Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of purchasing the Shares. Purchaser is aware that if may be required to bear the economic risk of an investment in the CompanyShares for an indefinite period, or Purchaser has employed the services of an independent investment advisor, attorney or accountant and it is able to read all of the documents furnished or made available by the Company to it and to evaluate the merits and risks of bear such an investment on Purchaser's behalf; (h) risk for any indefinite period. Purchaser acknowledges that the Company has made available to Acquirer the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the acquisition of the Shares, the Company and the activities of the Company, and otherwise to obtain any additional information, to the extent that the Company possesses such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the SEC Documents. Purchaser understands that the Company has been ready and willing to answer any questions of Acquirer, but Purchaser does not require any additional information concerning the foregoing; (ia) Purchaser hereby acknowledges that Purchaser has been advised that the Shares have not been registered with the SEC. Purchaser represents that the Shares are being acquired for Purchaser's own account, for investment purposes only and by it are not with a view towards distribution or resale to others. Purchaser agrees that Purchaser will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the Shares unless they are being registered under the Securities Act or unless as not involving any public offering, (b) the issuance of such securities is exempt from registration under Regulation S us being made in an offshore transaction (as defined in such Regulation) not to a U.S. person (as defined in such Regulation) and (c) that the opinion of counsel satisfactory Company's reliance on such exemption is predicted in part on the representations made to the Company by the Purchaser in this Section 1.3. (e) Purchaser acknowledges and agrees that until one year after the conclusion of the transactions contemplated hereby, an exemption from offer or sale of the Shares within the United States may violate the registration requirements of the Securities Act if such offer or sale of the Shares within the United States may violate the registration requirements of the Securities Act if such offer or sale is availablemade otherwise than in accordance with Rule 144A under the Securities Act. Purchaser understands agrees to comply with the offering restrictions provided in Rule 902(g) of Regulation S and that it will resell the Shares only in accordance with Rules 903 or 904 of Regulation S (copies of which have not been registered provided to Purchaser), pursuant to registration under the Securities Act by reason of or pursuant to an available exemption from such registration. (f) Purchaser has received and reviewed a claimed exemption under the provisions complete copy of the Securities Act which depends, in part, upon PurchaserCompany's investment intention;Registration Statement on Form SB-2 and has had an opportunity to make such inquiry of management of the Company as Purchaser has desired. (j) Purchaser understands that no federal or state securities administrator or agency has made any finding or determination relating to the fairness of this investment and that no federal or state securities administrator or agency has recommended or endorsed, or will recommend or endorse, the offering of the Shares; (k) The execution, delivery and performance by Purchaser of the Subscription Agreement are within the powers of Purchaser, have been duly authorized and will not constitute or result in a breach or default under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which Purchaser is a party or by which Purchaser is bound; and, if Purchaser is not an individual, will not violate any provision of the charter documents, by-laws, indenture of trust, partnership agreement or similar documents, as applicable, of Purchaser. The signatures on the Subscription Agreement are genuine; and the signatory, if Purchaser is an individual, has legal competence and capacity to execute the same, or, if Purchaser is not an individual, the signatory has been duly authorized to execute the same; and the Subscription Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms; (lg) Purchaser 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 receipt of a confirmation of the Shares has been made to him; (m) Purchaser has relied solely upon type described in the advice last sentence of his own tax and legal advisors with respect to the tax and other legal aspects of this investment; (n) Purchaser acknowledges that the Shares have not been recommended by any Federal or state securities commission or regulatory authority. In making an investment decision investors must rely on their own examination of the Company and the terms of the offering, including the merits and risks involved. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. These Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act, and the applicable state securities laws, pursuant to registration or exemption therefrom. Investors should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time; The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of delivery of this Subscription Agreement and accompanying documents to the Company and shall survive the delivery of the Shares. If, in any respect, those representations and warranties shall not be true and accurate prior to acceptance or rejection of this subscription by the Company pursuant to paragraph 2, the undersigned shall immediately give written notice to the Company specifying which representations and warranties are not true and accurate and the reason therefor. Purchaser agrees that the foregoing representations and warranties may be used as a defense in any actions relating to the Company, and that it is only on the basis of such representations and warranties that the Company may be willing to accept Purchaser's subscription for SharesSection 5.1.

Representations, Warranties and Covenants of Purchaser. Purchaser hereby represents and warrants to and covenants with to Seller as of the Company Closing Date, as follows: (aA) Purchaser has the relevant entity power and authority to execute and deliver this Agreement and to perform its obligations hereunder and has taken all actions necessary to authorize the execution and delivery of this Agreement, the performance of Purchaser's obligations hereunder and the consummation of the transactions contemplated herein. (B) (i) Purchaser is an "accredited investor" as such term is defined in within the meaning of Rule 501(a) 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"); ; (bii) Purchaser has examined sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company's Forms 10-Q, 10-K stage of development so as to be able to evaluate the risks and 8-K filed with the Securities and Exchange Commission (the SEC) (the SEC Documents), has relied solely upon the SEC Documents and investigations made by or on behalf merits of Purchaser or its representative in evaluating the suitability of an investment in the Company, and recognizes that an Purchaser's investment in the Company involves a high degree of risk; and it is able financially to bear the risks thereof; (ciii) Purchaser has been advised that received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the Common Shares to be purchased by Purchaser under this Agreement; (i) there may not be a market for the Shares; and (ii) it may not be possible to readily liquidate the Shares. Purchaser understands that it may not offer for sale, sell, pledge, hypothecate or otherwise transfer or dispose of its interest in the Shares unless the Shares are registered under the Securities Act of 1933 and applicable state securities laws or the transfer is exempt from such registration; (d) Purchaser's overall commitment to investments which are not readily marketable is not disproportionate to its net worth; its investment in the Company will not cause such overall commitment to become excessive; and it can afford to bear the loss of its entire investment in the Company; (eiv) Purchaser further has adequate means of providing for its current needs and personal contingencies and has no need for liquidity in his investment in the Company; (f) Purchaser satisfies any special suitability or other applicable requirements of its state of residence and/or the state in which the transaction by which the Shares are exchanged occurs; (g) Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of had an investment in the Company, or Purchaser has employed the services of an independent investment advisor, attorney or accountant to read all of the documents furnished or made available by the Company to it and to evaluate the merits and risks of such an investment on Purchaser's behalf; (h) Purchaser acknowledges that the Company has made available to Acquirer the opportunity to ask questions of, and receive answers from, representatives of regarding the Company concerning the acquisition of the Shares, the Company Common Shares and the activities of the Company, and otherwise to obtain any additional information, to the extent that the Company possesses such information or could acquire it without unreasonable effort or expense, necessary to verify any information furnished to Purchaser or to which Purchaser had access; and (v) the accuracy of the information contained in the SEC Documents. Common Shares being purchased by Purchaser understands that the Company has been ready and willing to answer any questions of Acquirer, but Purchaser does not require any additional information concerning the foregoing; (i) Purchaser hereby acknowledges that Purchaser has been advised that the Shares have not been registered with the SEC. Purchaser represents that the Shares are being acquired for Purchaser's own account, account for the purpose of investment purposes only and not with a view towards to, or for resale in connection with, any distribution or resale to others. Purchaser agrees that Purchaser will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion thereof within the meaning of the Shares unless they are registered under the Securities Act or unless in the opinion of counsel satisfactory to the Company an exemption from such registration is available. Act. (C) Purchaser understands that (i) the Common Shares have not been registered under the Securities Act by reason because of a claimed exemption under the provisions of the Securities Act which depends, in part, upon Purchaser's investment intention; (j) Purchaser understands that no federal or state securities administrator or agency has made any finding or determination relating to the fairness of this investment and that no federal or state securities administrator or agency has recommended or endorsed, or will recommend or endorse, the offering of the Shares; (k) The execution, delivery and performance by Purchaser of the Subscription Agreement are within the powers of Purchaser, have been duly authorized and will not constitute or result their sale in a breach or default under, or conflict with, any order, ruling or regulation transaction exempt from the registration requirements of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which Purchaser is a party or by which Purchaser is bound; and, if Purchaser is not an individual, will not violate any provision of the charter documents, by-laws, indenture of trust, partnership agreement or similar documents, as applicable, of Purchaser. The signatures on the Subscription Agreement are genuine; and the signatory, if Purchaser is an individual, has legal competence and capacity to execute the same, or, if Purchaser is not an individual, the signatory has been duly authorized to execute the same; and the Subscription Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms; (l) Purchaser 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 Shares has been made to him; (m) Purchaser has relied solely upon the advice of his own tax and legal advisors with respect to the tax and other legal aspects of this investment; (n) Purchaser acknowledges that the Shares have not been recommended by any Federal or state securities commission or regulatory authority. In making an investment decision investors must rely on their own examination of the Company and the terms of the offering, including the merits and risks involved. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. These Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act, (ii) the Common Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, and (iii) the applicable state securities laws, pursuant to registration or exemption therefrom. Investors should be aware that they will be required to Common Shares bear the financial risks of this investment for an indefinite period of time; The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of delivery of this Subscription Agreement and accompanying documents to the Company and shall survive the delivery of the Shares. If, in any respect, those representations and warranties shall not be true and accurate prior to acceptance or rejection of this subscription appropriate legend required by the Company pursuant to paragraph 2, the undersigned shall immediately give written notice to the Company specifying which representations and warranties are not true and accurate and the reason therefor. Purchaser agrees that the foregoing representations and warranties may be used as a defense in any actions relating to the Company, and that it is only on the basis of such representations and warranties that the Company may be willing to accept Purchaser's subscription for SharesSecurities Act.

Representations, Warranties and Covenants of Purchaser. Purchaser hereby represents and warrants to and covenants with to Seller as of the Company Closing Date, as follows: (aA) Purchaser has the relevant entity power and authority to execute and deliver this Agreement and to perform its obligations hereunder and has taken all actions necessary to authorize the execution and delivery of this Agreement, the performance of Purchaser’s obligations hereunder and the consummation of the transactions contemplated herein. (B) (i) Purchaser is an "“accredited investor" as such term is defined in ” within the meaning of Rule 501(a) 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "“Securities Act"”); ; (bii) Purchaser has examined sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company's Forms 10-Q, 10-K ’s stage of development so as to be able to evaluate the risks and 8-K filed with the Securities and Exchange Commission (the SEC) (the SEC Documents), has relied solely upon the SEC Documents and investigations made by or on behalf merits of Purchaser or its representative in evaluating the suitability of an investment in the Company, and recognizes that an Purchaser’s investment in the Company involves a high degree of risk; and it is able financially to bear the risks thereof; (ciii) Purchaser has been advised that received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the Common Shares to be purchased by Purchaser under this Agreement; (i) there may not be a market for the Shares; and (ii) it may not be possible to readily liquidate the Shares. Purchaser understands that it may not offer for sale, sell, pledge, hypothecate or otherwise transfer or dispose of its interest in the Shares unless the Shares are registered under the Securities Act of 1933 and applicable state securities laws or the transfer is exempt from such registration; (d) Purchaser's overall commitment to investments which are not readily marketable is not disproportionate to its net worth; its investment in the Company will not cause such overall commitment to become excessive; and it can afford to bear the loss of its entire investment in the Company; (eiv) Purchaser further has adequate means of providing for its current needs and personal contingencies and has no need for liquidity in his investment in the Company; (f) Purchaser satisfies any special suitability or other applicable requirements of its state of residence and/or the state in which the transaction by which the Shares are exchanged occurs; (g) Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of had an investment in the Company, or Purchaser has employed the services of an independent investment advisor, attorney or accountant to read all of the documents furnished or made available by the Company to it and to evaluate the merits and risks of such an investment on Purchaser's behalf; (h) Purchaser acknowledges that the Company has made available to Acquirer the opportunity to ask questions of, and receive answers from, representatives of regarding the Company concerning the acquisition of the Shares, the Company Common Shares and the activities of the Company, and otherwise to obtain any additional information, to the extent that the Company possesses such information or could acquire it without unreasonable effort or expense, necessary to verify any information furnished to Purchaser or to which Purchaser had access; and (v) the accuracy of the information contained in the SEC Documents. Common Shares being purchased by Purchaser understands that the Company has been ready and willing to answer any questions of Acquirer, but Purchaser does not require any additional information concerning the foregoing; (i) Purchaser hereby acknowledges that Purchaser has been advised that the Shares have not been registered with the SEC. Purchaser represents that the Shares are being acquired for Purchaser's ’s own account, account for the purpose of investment purposes only and not with a view towards to, or for resale in connection with, any distribution or resale to others. Purchaser agrees that Purchaser will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion thereof within the meaning of the Shares unless they are registered under the Securities Act or unless in the opinion of counsel satisfactory to the Company an exemption from such registration is available. Act. (C) Purchaser understands that (i) the Common Shares have not been registered under the Securities Act by reason because of a claimed exemption under the provisions of the Securities Act which depends, in part, upon Purchaser's investment intention; (j) Purchaser understands that no federal or state securities administrator or agency has made any finding or determination relating to the fairness of this investment and that no federal or state securities administrator or agency has recommended or endorsed, or will recommend or endorse, the offering of the Shares; (k) The execution, delivery and performance by Purchaser of the Subscription Agreement are within the powers of Purchaser, have been duly authorized and will not constitute or result their sale in a breach or default under, or conflict with, any order, ruling or regulation transaction exempt from the registration requirements of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which Purchaser is a party or by which Purchaser is bound; and, if Purchaser is not an individual, will not violate any provision of the charter documents, by-laws, indenture of trust, partnership agreement or similar documents, as applicable, of Purchaser. The signatures on the Subscription Agreement are genuine; and the signatory, if Purchaser is an individual, has legal competence and capacity to execute the same, or, if Purchaser is not an individual, the signatory has been duly authorized to execute the same; and the Subscription Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms; (l) Purchaser 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 Shares has been made to him; (m) Purchaser has relied solely upon the advice of his own tax and legal advisors with respect to the tax and other legal aspects of this investment; (n) Purchaser acknowledges that the Shares have not been recommended by any Federal or state securities commission or regulatory authority. In making an investment decision investors must rely on their own examination of the Company and the terms of the offering, including the merits and risks involved. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. These Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act, (ii) the Common Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, and (iii) the applicable state securities laws, pursuant to registration or exemption therefrom. Investors should be aware that they will be required to Common Shares bear the financial risks of this investment for an indefinite period of time; The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of delivery of this Subscription Agreement and accompanying documents to the Company and shall survive the delivery of the Shares. If, in any respect, those representations and warranties shall not be true and accurate prior to acceptance or rejection of this subscription appropriate legend required by the Company pursuant to paragraph 2, the undersigned shall immediately give written notice to the Company specifying which representations and warranties are not true and accurate and the reason therefor. Purchaser agrees that the foregoing representations and warranties may be used as a defense in any actions relating to the Company, and that it is only on the basis of such representations and warranties that the Company may be willing to accept Purchaser's subscription for SharesSecurities Act.

Representations, Warranties and Covenants of Purchaser. The Purchaser hereby acknowledges, represents and warrants to to, and covenants agrees with the Company as follows: (a) The execution and delivery of this Agreement by the Purchaser and the consummation of the transactions contemplated hereby by Purchaser has been duly authorized. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will constitute a violation or default under any term or provision of any contract, commitment, indenture, other agreement or restriction of any kind or character to which the Purchaser is a party or by which the Purchaser is bound. (b) The Purchaser understands the speculative nature and the risks of investments associated with the Company and confirms that it is able to bear the risk of the investment, and Purchaser understands that there may not ever be any public market for the Shares purchased herein. (c) The Purchaser understands that the Company is not under an "accredited investor" as obligation to register or seek an exemption under any federal and/or state securities acts for any sale or transfer of the Shares by the Purchaser, and Purchaser is solely responsible for determining the status, in its hands, of the Shares acquired in the transaction and the availability, if required, of exemptions from registration for purposes of sale or transfer of the Shares. (d) The Purchaser has had the opportunity to ask questions of the Company and receive additional information from the Company to the extent that the Company possessed such term information, or could acquire it without unreasonable effort or expense necessary to evaluate the merits and risks of any investment in the Company. Further, the Purchaser has been given: (1) all material books and records of the Company; (2) all material contracts and documents relating to the proposed transaction; (3) all filings made with the U.S. Securities and Exchange Commission (“SEC”); and, (4) an opportunity to question the appropriate executive officers of the Company. (e) The Purchaser has sufficient knowledge and experience in financial and business matters, and is defined in Rule 501(asufficiently familiar with investments of the type represented by the Shares, including familiarity with previous private and public purchases of speculative and restricted securities, that it is capable of evaluating the merits and risks associated with purchase of the Shares. (f) In evaluating the merits of Regulation D promulgated the purchase of the Shares, Purchaser has relied solely on his, her or its own investigation concerning the Company and has not relied upon any representations provided by the Company. (g) Purchaser understands and acknowledges that (a) the Shares have not been registered under the Securities Act of 1933, as amended (the "“Securities Act"”); , or under any state securities laws in reliance upon exemptions provided thereunder and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and pursuant to state securities laws and regulations, as applicable, and (b) Purchaser has examined the Company's Forms 10-Q, 10-K representations and 8-K filed with the Securities and Exchange Commission (the SEC) (the SEC Documents), has warranties contained herein are being relied solely upon the SEC Documents and investigations made by or on behalf of Purchaser or its representative in evaluating the suitability of an investment in the Company, and recognizes that an investment in the Company involves as a high degree of risk; (c) Purchaser has been advised that (i) there may not be a market basis for the Shares; and (ii) it may not be possible to readily liquidate exemption for the Shares. Purchaser understands that it may not offer for sale, sell, pledge, hypothecate or otherwise transfer or dispose issuance of its interest in the Shares unless pursuant to this Agreement under the Shares are registered under registration requirements of the Securities Act of 1933 and any applicable state securities laws or laws. Purchaser is acquiring the transfer is exempt from such registration; (d) Shares for Purchaser's overall commitment to investments which are own account for the purpose of investment and not readily marketable is not disproportionate to its net worth; its investment in the Company will not cause such overall commitment to become excessive; and it can afford to bear the loss of its entire investment in the Company; (e) Purchaser has adequate means of providing for its current needs and personal contingencies and has no need for liquidity in his investment in the Company; (f) Purchaser satisfies any special suitability or other applicable requirements of its state of residence and/or the state in which the transaction by which the Shares are exchanged occurs; (g) Purchaser 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 Companywith a view to, or Purchaser has employed the services of an independent investment advisorfor sale in connection with, attorney or accountant to read all any distribution thereof in violation of the documents furnished or made available by the Company to it and to evaluate the merits and risks of such an investment on Purchaser's behalf;Securities Act. (h) Purchaser acknowledges is aware that the Company has made available to Acquirer is currently a “shell company” as defined in Rule 405 under the opportunity to ask questions of, Securities Act and receive answers from, representatives of the Company concerning the acquisition of the Shares, the Company and the activities of the Company, and otherwise to obtain any additional information, to the extent that the Company possesses such information or could acquire it without unreasonable effort or expense, necessary to verify provisions of Rule 144 promulgated under the accuracy of the information contained in the SEC Documents. Purchaser understands that the Company has been ready and willing to answer any questions of Acquirer, but Purchaser does Securities Act are not require any additional information concerning the foregoing;available until certain conditions precedent thereunder are met. (i) Purchaser hereby acknowledges that Purchaser has been advised that is an “accredited investor" within the Shares have not been registered with the SEC. Purchaser represents that the Shares are being acquired for Purchaser's own account, for investment purposes only and not with a view towards distribution or resale to others. Purchaser agrees that Purchaser will not attempt to sell, transfer, assign, pledge or otherwise dispose meaning of all or any portion of the Shares unless they are registered Rule 501 promulgated under the Securities Act or unless in the opinion of counsel satisfactory to the Company an exemption from such registration is available. Purchaser understands that the Shares have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which depends, in part, upon Purchaser's investment intention;Act. (j) Purchaser understands that no Effective immediately, Purchaser, on behalf of Company, shall assume all duties and responsibilities to make and complete all required filings with the U.S. Securities and Exchange Commission, to comply with the federal securities laws, to comply with any and all requirements of the laws of the states where the Company may do business, to file any applicable tax returns, and to maintain the articles of incorporation in good standing, and the current officers of the Company resigning contemporaneously herewith are hereby discharged from any such duties and any and all other duties or state securities administrator or agency has made any finding or determination relating responsibilities pertaining to the fairness of Company, except as may be separately set forth in this investment and that no federal or state securities administrator or agency has recommended or endorsed, or will recommend or endorse, the offering of the Shares;Agreement. (k) The execution, delivery and performance by Purchaser of the Subscription Agreement are within the powers of Purchaser, have been duly authorized and will not constitute or result in a breach or default under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which Purchaser is a party or by which Purchaser is bound; and, if Purchaser is not an individual, will not violate any provision of the charter documents, by-laws, indenture of trust, partnership agreement or similar documents, as applicable, of Purchaser. The signatures on the Subscription Agreement are genuine; and the signatory, if Purchaser is an individual, has legal competence and capacity to execute the same, or, if Purchaser is not an individual, the signatory has been duly authorized to execute the same; and the Subscription Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms; (l) Purchaser 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 Shares has been made to him; (m) Purchaser has relied solely upon the advice of his own tax and legal advisors with respect to the tax and other legal aspects of this investment; (n) Purchaser acknowledges that the acquisition of the Shares have not been recommended by any Federal or state securities commission or regulatory authority. In making an investment decision investors must rely on their own examination hereunder is “as is” and Purchaser assumes control of the Company and the terms of the offering, including the merits and risks involved. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. These Shares are subject to restrictions on transferability and resale and may not be transferred or resold in its status “as is” except as permitted under for any undertakings separately stated in the Securities Act, and the applicable state securities laws, pursuant to registration or exemption therefrom. Investors should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time; The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of delivery of this Subscription Agreement and accompanying documents to the Company and shall survive the delivery of the Shares. If, in any respect, those representations and warranties shall not be true and accurate prior to acceptance or rejection of this subscription by the Company pursuant to paragraph 2, the undersigned shall immediately give written notice to the Company specifying which representations and warranties are not true and accurate and the reason therefor. Purchaser agrees that the foregoing representations and warranties may be used as a defense in any actions relating to the Company, and that it is only on the basis of such representations and warranties that the Company may be willing to accept Purchaser's subscription for SharesAgreement.

Representations, Warranties and Covenants of Purchaser. The Purchaser hereby acknowledges, represents and warrants to and covenants and agrees with the Company as followscompany that: (a) Purchaser is an "accredited investor" ", as such term is defined in Rule 501(a) 501 of Regulation 0 promulgated under the Securities Act. Purchaser is acquiring the Units for Purchaser's own account and not for the account or benefit of any other person. The Units, and the shares of Common Stock and the Warrants constituting the Units and the shares of Common Stock for which the Warrants may be exercised (collectively, the "Securities") will be acquired by the Subscriber in good faith for investment and not with a view to the distribution thereof. The Purchaser does not presently intend to sell or otherwise dispose of all or any part of the Securities upon the occurrence or nonoccurrence of any predetermined event; (b) The Purchaser is willing and able to bear the economic risk of an investment in the Units in an amount equal to the amount the Purchaser has subscribed to purchase, and the Purchaser has adequate means of providing for current needs and reasonably anticipated contingencies and has no need for liquidity in such investment. In making these statements, the Purchaser has taken into account (i) that Purchaser may have to hold the Securities for an indefinite period and (ii) that the Purchaser could experience a complete loss of Purchaser's investment in the Units; (c) Purchaser; (i) has been provided with copies of all of the reports and other documents filed by the Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), during the past twelve months; (ii) has been given the opportunity to ask questions of the Company and its management concerning the Company, the Units, the terms and conditions of the offering and other matters pertaining to this investment, in order for Purchaser to evaluate the merits and risks of an investment in the Units, and Purchaser has received satisfactory responses to all such questions; and (iii) acknowledges that the Units were not offered to Purchaser by way of any general solicitation or advertising and at no time was the Purchaser presented with or solicited by means of any leaflet, public promotional meeting, circular, radio or television advertisement, newspaper or magazine article; (d) Since the offer and sale of the Units and of the Common Stock issuable upon exercise of the Warrants have not been registered under the Securities Act in reliance upon Regulation D promulgated among other provisions, Purchaser will only offer or resell the Securities in compliance with the provisions of all applicable securities laws and regulations. Purchaser will offer or resell the Securities only if the Securities are registered under the Securities Act or an exemption from such registration, including without limitation the exemption afforded under Rule 144, is available. Unless such registration has been effected or such an exemption is available, the Company shall not permit the transfer of the Securities. The Purchaser understands and agrees that the company may take such reasonable steps as it deems appropriate to ensure compliance with the offer, resale and other restrictions on transfer and conversion contained in this Subscription Agreement 2 (the "Agreement") or arising under applicable securities laws, including instituting "stop transfer" instructions with respect to the Securities and endorsing restrictive legends, such as the following, on certificates representing the Securities: Of the securities represented by this Certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"); (b) Purchaser has examined the Company's Forms 10-Q, 10-K and 8-K filed with are "restricted securities" as that term is defined in Rule 144 under the Securities and Exchange Commission (the SEC) (the SEC Documents), has relied solely upon the SEC Documents and investigations made by or on behalf of Purchaser or its representative in evaluating the suitability of an investment in the Company, and recognizes that an investment in the Company involves a high degree of risk; (c) Purchaser has been advised that (i) there Act. The securities may not be a market for the Shares; and (ii) it may not be possible to readily liquidate the Shares. Purchaser understands that it may not offer offered for sale, sell, pledge, hypothecate sold or otherwise transfer or dispose of its interest in the Shares unless the Shares are registered under the Securities Act of 1933 and applicable state securities laws or the transfer is exempt from such registration; (d) Purchaser's overall commitment transferred except pursuant to investments which are not readily marketable is not disproportionate to its net worth; its investment in the Company will not cause such overall commitment to become excessive; and it can afford to bear the loss of its entire investment in the Company; (e) Purchaser has adequate means of providing for its current needs and personal contingencies and has no need for liquidity in his investment in the Company; (f) Purchaser satisfies any special suitability or other applicable requirements of its state of residence and/or the state in which the transaction by which the Shares are exchanged occurs; (g) Purchaser 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 Company, or Purchaser has employed the services of an independent investment advisor, attorney or accountant to read all of the documents furnished or made available by the Company to it and to evaluate the merits and risks of such an investment on Purchaser's behalf; (h) Purchaser acknowledges that the Company has made available to Acquirer the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the acquisition of the Shares, the Company and the activities of the Company, and otherwise to obtain any additional information, to the extent that the Company possesses such information or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the SEC Documents. Purchaser understands that the Company has been ready and willing to answer any questions of Acquirer, but Purchaser does not require any additional information concerning the foregoing; (i) Purchaser hereby acknowledges that Purchaser has been advised that the Shares have not been registered with the SEC. Purchaser represents that the Shares are being acquired for Purchaser's own account, for investment purposes only and not with a view towards distribution or resale to others. Purchaser agrees that Purchaser will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the Shares unless they are registered effective registration statement under the Securities Act or unless in the opinion of counsel satisfactory pursuant to the Company an exemption from such registration is available. Purchaser understands that the Shares have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act which depends, in part, upon Purchaser's investment intention;Act." (je) Purchaser understands that no federal or state securities administrator or agency has made any finding or determination relating to the fairness The execution and delivery of this investment Agreement by Purchaser and that no federal or state securities administrator or agency has recommended or endorsed, or will recommend or endorse, the offering of the Shares; (k) The execution, delivery and performance consummation by Purchaser of the Subscription transactions contemplated by this Agreement are within the powers of Purchaser, have been duly authorized and will not constitute violate any statute or result in a breach law or default underany judgment, or conflict withdecree, any order, ruling regulation or regulation rule of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which Purchaser is a party or authority by which Purchaser is bound; and, if Purchaser is not an individual, will not violate any provision of the charter documents, by-laws, indenture of trust, partnership agreement or similar documents, as applicable, of Purchaser. The signatures on the Subscription Agreement are genuine; and the signatory, if Purchaser is an individual, has legal competence and capacity to execute the same, bound or, if Purchaser is not an individualother than a natural person, the signatory has been duly authorized to execute the same; and the Subscription Agreement constitutes the legalcharter, valid and binding obligation of Purchaser, enforceable in accordance with its terms; (l) Purchaser acknowledges that no general solicitation or general advertising (including communications published in any newspaper, magazine bylaws or other broadcast) has been received by him instruments under, which Purchaser is formed and that no public solicitation or advertisement with respect to the offering of the Shares has been made to him; (m) Purchaser has relied solely upon the advice of his own tax and legal advisors with respect to the tax and other legal aspects of this investment; (n) Purchaser acknowledges that the Shares have not been recommended by any Federal or state securities commission or regulatory authority. In making an investment decision investors must rely on their own examination of the Company and the terms of the offering, including the merits and risks involved. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense. These Shares its activities are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act, and the applicable state securities laws, pursuant to registration or exemption therefrom. Investors should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time; The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of delivery of this Subscription Agreement and accompanying documents to the Company and shall survive the delivery of the Shares. If, in any respect, those representations and warranties shall not be true and accurate prior to acceptance or rejection of this subscription by the Company pursuant to paragraph 2, the undersigned shall immediately give written notice to the Company specifying which representations and warranties are not true and accurate and the reason therefor. Purchaser agrees that the foregoing representations and warranties may be used as a defense in any actions relating to the Company, and that it is only on the basis of such representations and warranties that the Company may be willing to accept Purchaser's subscription for Sharesgoverned.