Common use of SUBSCRIPTION FOR SHARES AND REPRESENTATIONS BY AND COVENANTS OF SUBSCRIBER Clause in Contracts

SUBSCRIPTION FOR SHARES AND REPRESENTATIONS BY AND COVENANTS OF SUBSCRIBER. 1.1 Subject to the terms and conditions hereof, the Subscriber hereby subscribes for and agrees to purchase from the Company _____________ Shares as defined above at $0.20 per Share for a total purchase price of $______________ (the “Purchase Price”) payable in currency of the United States payable to IPtimize, Inc. or by wire transfer of funds. 1.2 The Subscriber recognizes that the purchase of Shares involves a high degree of risk in that (i) the Company is in the development stage, has not completed development of all of its proposed service products and may require further investment funds in addition to the proceeds of this private placement; (ii) an investment in the Company is highly speculative, and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (iii) investors may not be able to liquidate their investment; (iv) transferability of the Shares is extremely limited; and (v) in the event of a disposition of Shares, an investor could sustain the loss of his entire investment, as well as other risk factors. 1.3 The Subscriber represents that he or she is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the United States Securities Act of 1933, as amended (the “Act”), as indicated by the Subscriber’s responses to the Confidential Investor Questionnaire contained in Article VI hereof, and that the Subscriber is able to bear the economic risk of an investment in the Shares. 1.4 The Subscriber acknowledges that Subscriber either: (i) has a preexisting personal or business relationship with the Company or with one or more of its officers, directors or controlling persons; or (ii) by reason of the Subscriber’s business or financial experience, including investment in non-listed and non-registered securities, or the business or financial experience of the Subscriber’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly - could reasonably be assumed to have the capacity to protect the Subscriber’s own interests in connection with an investment in the Shares. The Subscriber further acknowledges that he or she has the capacity to evaluate the merits and risks of such an investment and that the Subscriber recognizes the highly speculative nature of this investment. 1.5 The Subscriber acknowledges receipt and careful review of the documents provided herewith (the “Offering Documents” attached as Exhibit A) and hereby represents that the Subscriber has been furnished by the Company during the course of this transaction with all information regarding the Company which the Subscriber had requested or desired to know; that all documents which could be reasonably provided, including the Company’s internal business plans, operating projections, have been made available for the Subscriber’s inspection and review; that such information and documents have, in Subscriber’s opinion, afforded the Subscriber generally with the same substantive information that would be provided to the Subscriber in a registration statement filed under the Act; that the Subscriber has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the Offering and the Offering Documents; and that Subscriber has been provided any additional information which the Subscriber had requested. 1.6 The Subscriber acknowledges that this Offering may involve tax consequences, and that the contents of the Offering Documents do not contain tax advice or information. The Subscriber acknowledges that the Subscriber must retain the Subscriber’s own professional advisors to evaluate the tax and other consequences of an investment in the Shares. 1.7 The Subscriber acknowledges that this Offering has not been reviewed by the United States Securities and Exchange Commission (“SEC”). The Subscriber represents that the Shares being purchased by the Subscriber are being purchased for the Subscriber’s own account, for investment and not for distribution or resale to others. The Subscriber agrees that the Subscriber will not sell or otherwise transfer the Shares unless they are registered under the Act or unless an exemption from such registration is available. 1.8 The Subscriber understands that the Shares have not been registered under the Act by reason of a claimed exemption under the provisions of the Act which depends, in part, upon the Subscriber’s investment intention. In that connection, the Subscriber understands that it is the position of the SEC that the statutory basis for such exemption would not be present if the Subscriber’s representation merely meant that the Subscriber’s present intention was to hold such securities for a short period, such as the capital gains period of tax statutes, for a deferred sale, for a market rise, assuming that a market develops, or for any other similarly fixed period. The Subscriber realizes that, in the view of the SEC, a purchase now with an intent to resell would represent a purchase with an intent inconsistent with the Subscriber’s representation to the Company, and the SEC might regard such a sale or disposition as a sale to which such exemptions are not available. 1.9 The Subscriber understands that there is no public market for the Shares or the underlying Common Stock into which Shares are convertible. The Subscriber understands that even if a public market develops for the Common Stock issuable upon conversion of the Shares, Rule 144 (the “Rule”) promulgated under the Act requires, among other conditions, a one-year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements under the Act. The Subscriber understands that the Company makes no representation or warranty regarding its fulfillment in the future of any reporting requirements under the Securities Exchange Act of 1934, as amended, or its dissemination to the public of any current financial or other information concerning the Company, as is required by the Rule as one of the conditions of its availability. The Subscriber understands and hereby acknowledges that the Company is under no obligation to register the Shares or the Common Stock issuable upon conversion of the Shares under the Act, with the exception of certain limited registration rights set forth in Article IV hereof. The Subscriber consents that the Company, if it desires, may permit the transfer of the Shares out of the Subscriber’s name only when the Subscriber’s request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that neither the sale nor the proposed transfer results in a violation of the Act or any applicable state “blue sky” laws (collectively “Securities Laws”) and subject to the provisions of Section 1.10 hereof. The Subscriber agrees to hold the Company and its directors, officers and controlling persons and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by them as a result of any misrepresentation made by the Subscriber contained herein or in the Confidential Investor Questionnaire contained in Article VI hereof or any sale or distribution by the undersigned Subscriber in violation of any Securities Laws. 1.10 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Shares stating that they have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale thereof. 1.11 The Subscriber understands that the Company will review this Subscription Agreement and the Confidential Investor Questionnaire contained herein and hereby is given authority by the undersigned, if an individual, to call his or her bank or place of employment or otherwise review the financial standing of the Subscriber insofar as is relevant to the Subscriber’s representations herein; and it is further agreed that the Company reserves the unrestricted right to reject or limit any subscription and to close any offer of Shares at any time. The Subscriber further understands that the Company reserves the right to oversubscribe the Offering at its sole discretion. 1.12 The Subscriber hereby represents that the address of Subscriber furnished by the Subscriber at the end of this Subscription Agreement is the undersigned's principal residence, if the Subscriber is an individual, or its principal business address, if the Subscriber is a corporation or other entity. 1.13 The Subscriber hereby represents and warrants that, except as set forth in the Offering Documents, no representations or warranties have been made to the Subscriber by the Company or any agent, employee, representative or affiliate of the Company and that, in entering into this transaction and subscribing for Shares, the Subscriber is not relying on any information, other than that contained in the Offering Documents and the results of Subscriber’s independent investigation. 1.14 The Subscriber acknowledges that at such time, if ever, as the Shares are registered, sales of such securities will be subject to Securities Laws, which may require, among other requirements, any securities to be sold through a registered broker-dealer or in reliance upon an exemption from registration. In the event such Common Stock is registered in the event of an initial public offering, the Subscriber will be granted “piggy back” registration rights, subject to the approval of the Underwriter. 1.15 The Subscriber acknowledges that the Company, at its discretion, may elect to engage the services of one or more broker/dealers registered with the National Association of Securities Dealers (“NASD”) and may pay such broker/dealers up to ten percent (10%) of the gross proceeds of the Offering in commissions. 1.16 The Subscriber acknowledges that the officers and directors of the Company may participate in this Offering and may purchase some or all of the Minimum or Maximum Offering.

SUBSCRIPTION FOR SHARES AND REPRESENTATIONS BY AND COVENANTS OF SUBSCRIBER. As an inducement to the Company to accept the subscription, the Subscriber represents and warrants (which representations and warranties shall be deemed continuing and shall survive the execution, delivery and performance of this Agreement and the Closing) as follows: 1.1 Subject to the terms and conditions hereof, the Subscriber hereby subscribes for and agrees to purchase from the Company _____________ Shares Units as defined above at $0.20 30,000 per Share Unit, which equals $0.30 per share of Common Stock purchased. Each Unit consists of 100,000 shares of the Company’s Common Stock, and Warrants to purchase 100,000 shares of Common Stock for a total purchase price of $______________ (the “Purchase Price”) payable in currency of the United States payable to IPtimize, Inc. or by wire transfer of funds. 1.2 The Subscriber recognizes that the purchase of Shares Units involves a high degree of risk in that (i) the Company is in the development stage, has not completed development of all of its proposed service products and may require further investment funds in addition to the proceeds of this private placement; (ii) an investment in the Company is highly speculative, and only investors who can afford the loss of their entire investment should consider investing in the Company and the SharesUnits; (iii) investors may not be able to liquidate their investment; (iv) transferability of the Shares and Warrants is extremely limited; and (v) in the event of a disposition of SharesShares and/or Warrants, an investor could sustain the loss of his entire investment, as well as other risk factors. 1.3 The Subscriber represents that he or she is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the United States Securities Act of 1933, as amended (the “Act”), as indicated by the Subscriber’s responses to the Confidential Investor Questionnaire contained in Article VI hereof, and that the Subscriber is able to bear the economic risk of an investment in the SharesUnits. 1.4 The Subscriber acknowledges that Subscriber either: (i) has a preexisting personal or business relationship with the Company or with one or more of its officers, directors or controlling persons; or (ii) by reason of the Subscriber’s business or financial experience, including investment in non-listed and non-registered securities, or the business or financial experience of the Subscriber’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly - could reasonably be assumed to have the capacity to protect the Subscriber’s own interests in connection with an investment in the SharesUnits. The Subscriber further acknowledges that he or she has the capacity to evaluate the merits and risks of such an investment and that the Subscriber recognizes the highly speculative nature of this investment. The Subscriber is not subscribing for any Interests as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, any seminar or meeting, or any solicitation of a subscription by a person not previously known to the Subscriber in connection with investments in securities generally. 1.5 The Subscriber acknowledges receipt and careful review of the documents provided herewith (the “Offering Documents” attached as Exhibit A) and hereby represents that the Subscriber has been furnished by the Company during the course of this transaction with all information regarding the Company which the Subscriber had requested or desired to know; that all documents which could be reasonably provided, including the Company’s internal business plans, operating projections, have been made available for the Subscriber’s inspection and review; that such information and documents have, in Subscriber’s opinion, afforded the Subscriber generally with the same substantive information that would be provided to the Subscriber in a registration statement filed under the Act; that the Subscriber has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the Offering and the Offering Documents; and that Subscriber has been provided any additional information which the Subscriber had requested. 1.6 The Subscriber acknowledges that this Offering may involve tax consequences, and that the contents of the Offering Documents do not contain tax advice or information. The Subscriber acknowledges that the Subscriber must retain the Subscriber’s own professional advisors to evaluate the tax and other consequences of an investment in the SharesUnits. 1.7 The Subscriber acknowledges that this Offering has not been reviewed by the United States Securities and Exchange Commission (“SEC”). The Subscriber represents that the Shares and Warrants being purchased by the Subscriber are being purchased for the Subscriber’s own account, for investment and not for distribution or resale to others. The Subscriber agrees that the Subscriber will not sell or otherwise transfer the Shares and/or Warrants unless they are registered under the Act or unless an exemption from such registration is available. 1.8 The Subscriber understands that the Shares Units, Shares, Warrants and the shares of Common Stock underlying the Warrants, have not been registered under the Act by reason of a claimed exemption under the provisions of the Act which depends, in part, upon the Subscriber’s investment intention. In that connection, the Subscriber understands that it is the position of the SEC that the statutory basis for such exemption would not be present if the Subscriber’s representation merely meant that the Subscriber’s present intention was to hold such securities for a short period, such as the capital gains period of tax statutes, for a deferred sale, for a market rise, assuming that a market develops, or for any other similarly fixed period. The Subscriber realizes that, in the view of the SEC, a purchase now with an intent to resell would represent a purchase with an intent inconsistent with the Subscriber’s representation to the Company, and the SEC might regard such a sale or disposition as a sale to which such exemptions are not available. 1.9 The Subscriber understands that there is no public market for the Shares or Units, Shares, Warrants and the underlying shares of Common Stock into which Shares are convertibleunderlying the Warrants,. The Subscriber understands that even if a public market develops for the Units, Shares, Warrants and the shares of Common Stock issuable upon conversion of underlying the SharesWarrants,, Rule 144 (the “Rule”) promulgated under the Act requires, among other conditions, a one-year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements under the Act. The Subscriber understands that the Company makes no representation or warranty regarding its fulfillment in the future of any reporting requirements under the Securities Exchange Act of 1934, as amended, or its dissemination to the public of any current financial or other information concerning the Company, as is required by the Rule as one of the conditions of its availability. The Subscriber understands and hereby acknowledges that the Company is under no obligation to register the Shares or Units, Shares, Warrants and the shares of Common Stock issuable upon conversion of underlying the Shares under the Act, with the exception of certain limited registration rights set forth in Article IV hereofWarrants. The Subscriber consents that the Company, if it desires, may permit the transfer of the Shares Units, Shares, Warrants and the shares of Common Stock underlying the Warrants, out of the Subscriber’s name only when the Subscriber’s request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that neither the sale nor the proposed transfer results in a violation of the Act or any applicable state “blue sky” laws (collectively “Securities Laws”) and subject to the provisions of Section 1.10 hereof. The Subscriber agrees to hold the Company and its directors, officers and controlling persons and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by them as a result of any misrepresentation made by the Subscriber contained herein or in the Confidential Investor Questionnaire contained in Article VI hereof or any sale or distribution by the undersigned Subscriber in violation of any Securities Laws. 1.10 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Shares Units, Shares, Warrants and the shares of Common Stock underlying the Warrants, stating that they have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale thereof. 1.11 The Subscriber understands that the Company will review this Subscription Agreement and the Confidential Investor Questionnaire contained herein and hereby is given authority by the undersigned, if an individual, to call his or her bank or place of employment or otherwise review the financial standing of the Subscriber insofar as is relevant to the Subscriber’s representations herein; and it is further agreed that the Company reserves the unrestricted right to reject or limit any subscription and to close any offer of Shares at any time. The Subscriber further understands that the Company reserves the right to oversubscribe the Offering at its sole discretion. 1.12 The Subscriber hereby represents that the address of Subscriber furnished by the Subscriber at the end of this Subscription Agreement is the undersigned's principal residence, if the Subscriber is an individual, or its principal business address, if the Subscriber is a corporation or other entity. 1.13 The Subscriber hereby represents and warrants that, except as set forth in the Offering Documents, no representations or warranties have been made to the Subscriber by the Company or any agent, employee, representative or affiliate of the Company and that, in entering into this transaction and subscribing for SharesUnits, the Subscriber is not relying on any information, other than that contained in the Offering Documents and the results of Subscriber’s independent investigation. 1.14 The Subscriber acknowledges that at such time, if ever, as the Shares Units, Shares, Warrants and the shares of Common Stock underlying the Warrants, are registered, sales of such securities will be subject to Securities Laws, which may require, among other requirements, any securities to be sold through a registered broker-dealer or in reliance upon an exemption from registration. In the event such Common Stock is registered in the event of an initial public offering, the Subscriber will be granted “piggy back” registration rights, subject to the approval of the Underwriter. 1.15 The Subscriber acknowledges that the Company, at its discretion, may elect to engage the services of one or more broker/dealers registered with the National Association of Securities Dealers (“NASD”) and may pay such broker/dealers up to ten percent (10%) of the gross proceeds of the Offering in commissions. 1.16 The Subscriber acknowledges that the officers and directors of the Company may participate in this Offering and may purchase some or all of the Minimum or Maximum Offering.

SUBSCRIPTION FOR SHARES AND REPRESENTATIONS BY AND COVENANTS OF SUBSCRIBER. 1.1 Subject to the terms and conditions hereof, the Subscriber hereby subscribes for and agrees to purchase from the Company _____________ Shares as defined above at $0.20 per Share for a total purchase price of $______________ (the “Purchase Price”) payable in currency of the United States payable to IPtimize, Inc. or by wire transfer of funds. 1.2 The Subscriber recognizes that the purchase of Shares involves a high degree of risk in that (i) the Company is in the development stage, has not completed development of all of its proposed service products and may require further investment funds in addition to the proceeds of this private placement; (ii) an investment in the Company is highly speculative, and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (iii) investors may not be able to liquidate their investment; (iv) transferability of the Shares is extremely limited; and (v) in the event of a disposition of Shares, an investor could sustain the loss of his entire investment, as well as other risk factors. 1.3 The Subscriber represents that he or she is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the United States Securities Act of 1933, as amended (the “Act”), as indicated by the Subscriber’s responses to the Confidential Investor Questionnaire contained in Article VI hereof, and that the Subscriber is able to bear the economic risk of an investment in the Shares. 1.4 The Subscriber acknowledges that Subscriber either: (i) has a preexisting personal or business relationship with the Company or with one or more of its officers, directors or controlling persons; or (ii) by reason of the Subscriber’s business or financial experience, including investment in non-listed and non-registered securities, or the business or financial experience of the Subscriber’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly - — could reasonably be assumed to have the capacity to protect the Subscriber’s own interests in connection with an investment in the Shares. The Subscriber further acknowledges that he or she has the capacity to evaluate the merits and risks of such an investment and that the Subscriber recognizes the highly speculative nature of this investment. 1.5 The Subscriber acknowledges receipt and careful review of the documents provided herewith (the “Offering Documents” attached as Exhibit A) and hereby represents that the Subscriber has been furnished by the Company during the course of this transaction with all information regarding the Company which the Subscriber had requested or desired to know; that all documents which could be reasonably provided, including the Company’s internal business plans, operating projections, have been made available for the Subscriber’s inspection and review; that such information and documents have, in Subscriber’s opinion, afforded the Subscriber generally with the same substantive information that would be provided to the Subscriber in a registration statement filed under the Act; that the Subscriber has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the Offering and the Offering Documents; and that Subscriber has been provided any additional information which the Subscriber had requested. 1.6 The Subscriber acknowledges that this Offering may involve tax consequences, and that the contents of the Offering Documents do not contain tax advice or information. The Subscriber acknowledges that the Subscriber must retain the Subscriber’s own professional advisors to evaluate the tax and other consequences of an investment in the Shares. 1.7 The Subscriber acknowledges that this Offering has not been reviewed by the United States Securities and Exchange Commission (“SEC”). The Subscriber represents that the Shares being purchased by the Subscriber are being purchased for the Subscriber’s own account, for investment and not for distribution or resale to others. The Subscriber agrees that the Subscriber will not sell or otherwise transfer the Shares unless they are registered under the Act or unless an exemption from such registration is available. 1.8 The Subscriber understands that the Shares have not been registered under the Act by reason of a claimed exemption under the provisions of the Act which depends, in part, upon the Subscriber’s investment intention. In that connection, the Subscriber understands that it is the position of the SEC that the statutory basis for such exemption would not be present if the Subscriber’s representation merely meant that the Subscriber’s present intention was to hold such securities for a short period, such as the capital gains period of tax statutes, for a deferred sale, for a market rise, assuming that a market develops, or for any other similarly fixed period. The Subscriber realizes that, in the view of the SEC, a purchase now with an intent to resell would represent a purchase with an intent inconsistent with the Subscriber’s representation to the Company, and the SEC might regard such a sale or disposition as a sale to which such exemptions are not available. 1.9 The Subscriber understands that there is no public market for the Shares or the underlying Common Stock into which Shares are convertible. The Subscriber understands that even if a public market develops for the Common Stock issuable upon conversion of the Shares, Rule 144 (the “Rule”) promulgated under the Act requires, among other conditions, a one-year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements under the Act. The Subscriber understands that the Company makes no representation or warranty regarding its fulfillment in the future of any reporting requirements under the Securities Exchange Act of 1934, as amended, or its dissemination to the public of any current financial or other information concerning the Company, as is required by the Rule as one of the conditions of its availability. The Subscriber understands and hereby acknowledges that the Company is under no obligation to register the Shares or the Common Stock issuable upon conversion of the Shares under the Act, with the exception of certain limited registration rights set forth in Article IV hereof. The Subscriber consents that the Company, if it desires, may permit the transfer of the Shares out of the Subscriber’s name only when the Subscriber’s request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that neither the sale nor the proposed transfer results in a violation of the Act or any applicable state “blue sky” laws (collectively “Securities Laws”) and subject to the provisions of Section 1.10 hereof. The Subscriber agrees to hold the Company and its directors, officers and controlling persons and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by them as a result of any misrepresentation made by the Subscriber contained herein or in the Confidential Investor Questionnaire contained in Article VI hereof or any sale or distribution by the undersigned Subscriber in violation of any Securities Laws. 1.10 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Shares stating that they have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale thereof. 1.11 The Subscriber understands that the Company will review this Subscription Agreement and the Confidential Investor Questionnaire contained herein and hereby is given authority by the undersigned, if an individual, to call his or her bank or place of employment or otherwise review the financial standing of the Subscriber insofar as is relevant to the Subscriber’s representations herein; and it is further agreed that the Company reserves the unrestricted right to reject or limit any subscription and to close any offer of Shares at any time. The Subscriber further understands that the Company reserves the right to oversubscribe the Offering at its sole discretion. 1.12 The Subscriber hereby represents that the address of Subscriber furnished by the Subscriber at the end of this Subscription Agreement is the undersigned's ’s principal residence, if the Subscriber is an individual, or its principal business address, if the Subscriber is a corporation or other entity. 1.13 The Subscriber hereby represents and warrants that, except as set forth in the Offering Documents, no representations or warranties have been made to the Subscriber by the Company or any agent, employee, representative or affiliate of the Company and that, in entering into this transaction and subscribing for Shares, the Subscriber is not relying on any information, other than that contained in the Offering Documents and the results of Subscriber’s independent investigation. 1.14 The Subscriber acknowledges that at such time, if ever, as the Shares are registered, sales of such securities will be subject to Securities Laws, which may require, among other requirements, any securities to be sold through a registered broker-dealer or in reliance upon an exemption from registration. In the event such Common Stock is registered in the event of an initial public offering, the Subscriber will be granted “piggy back” registration rights, subject to the approval of the Underwriter. 1.15 The Subscriber acknowledges that the Company, at its discretion, may elect to engage the services of one or more broker/dealers registered with the National Association of Securities Dealers (“NASD”) and may pay such broker/dealers up to ten percent (10%) of the gross proceeds of the Offering in commissions. 1.16 The Subscriber acknowledges that the officers and directors of the Company may participate in this Offering and may purchase some or all of the Minimum or Maximum Offering.

SUBSCRIPTION FOR SHARES AND REPRESENTATIONS BY AND COVENANTS OF SUBSCRIBER. 1.1 Subject to the terms and conditions hereofhereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase acquire from the Company _____________ such number of Shares as defined above at $0.20 per Share for a total purchase price of $______________ (is set forth upon the “Purchase Price”) payable in currency signature page hereof pursuant to the terms of the United States payable Acquisition Agreement, and the Company agrees to IPtimizeissue and deliver such Shares to the Subscriber, Inc. or in exchange for all of the Subscribers shares of common stock of SMG. The Shares will be delivered by wire transfer the Company within 10 days following the consummation of fundsacquisition and the deliver of Subscriber's shares of SMG pursuant to the terms of the Acquisition Agreement. 1.2 The Subscriber recognizes that the purchase of Shares involves a high degree of risk in that (i) the Company is in the development stage, has not completed development of all of its proposed service products and may require further investment funds in addition to the proceeds of this private placement; (ii) an investment in the Company is highly speculative, speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (iiiii) investors he may not be able to liquidate their his investment; (iviii) transferability of the securities comprising the Shares is extremely limited; and (viv) in the event of a disposition of Shares, an investor could sustain suffer the loss of his entire investment, as well as other risk factorsfactors as more fully set forth herein and in the Term Sheet. 1.3 The Subscriber has either (i) a pre-existing personal or business relationship with the Company or one or more of its officers, directors, or control persons or (ii) by reason of Purchaser business or financial experience or by reason of the business or financial of Purchaser's financial advisor who is unaffiliated with and who is not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, Purchaser is capable of evaluating the risks and merits of this investment and of protecting Purchaser's own interests in connection with this investment. 1.4 The Subscriber represents and warrants that he or she is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the United States Securities Act of 1933, as amended (the “Act”), as indicated by the Subscriber’s responses to the Confidential Investor Questionnaire contained in Article VI hereof, and that the Subscriber is able to bear the economic risk of an investment in the Shares. The Subscriber further represents and warrants that the information furnished in the Investor Questionnaire is accurate and complete in all material respects. 1.4 1.5 The Subscriber acknowledges that Subscriber either: (i) he has a preexisting personal or business relationship with the Company or with one or more of its officers, directors or controlling personsprior investment experience; or (ii) by reason of the Subscriber’s business or financial experience, including investment in non-listed and non-registered securities, or the business or financial experience of the Subscriber’s professional advisors who are unaffiliated with securities and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly - could reasonably be assumed to have the capacity to protect the Subscriber’s own interests in connection with an investment in the Shares. The Subscriber further acknowledges that he or she has the capacity to evaluate the merits and risks of such an investment and that the Subscriber recognizes the highly speculative nature of this investment. 1.5 1.6 The Subscriber acknowledges receipt and careful review of the Term Sheet and all exhibits thereto and other documents provided herewith furnished in connection with this transaction (collectively, the “"Offering Documents” attached as Exhibit A") and hereby represents that the Subscriber he has been furnished by the Company during the course of this transaction with all information regarding the Company which the Subscriber had he has requested or desired desires to know; know and that all documents which could be reasonably provided, including the Company’s internal business plans, operating projections, have been made available for the Subscriber’s inspection and review; that such information and documents have, in Subscriber’s opinion, afforded the Subscriber generally with the same substantive information that would be provided to the Subscriber in a registration statement filed under the Act; that the Subscriber he has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the Offering and the Offering Documents; and that Subscriber has been provided any additional information which the Subscriber had requestedoffering. 1.6 1.7 The Subscriber acknowledges that this Offering offering of Shares may involve tax consequences, consequences and that the contents of the Offering Documents do not contain tax advice or information. The Subscriber acknowledges that the Subscriber he must retain the Subscriber’s his own professional advisors to evaluate the tax and other consequences of an investment in the Shares. 1.7 1.8 The Subscriber acknowledges that this Offering offering of Shares has not been reviewed by the United States Securities and Exchange Commission (“"SEC”). ") because of the Company's representations that this is intended to be a nonpublic offering pursuant to an exemption from the registration provisions of the Securities Act of 1933 (the "Act") provided by Section 4(2) and/or Rule 506 of Regulation D. The Subscriber represents that the Shares being purchased by the Subscriber are being purchased for the Subscriber’s his own account, for investment and not for distribution or resale to others. The Subscriber agrees that the Subscriber he will not sell or otherwise transfer the Shares unless they are registered under the Act or unless an exemption from such registration is available. 1.8 The Subscriber understands that the Shares have not been registered under the Act by reason of a claimed exemption under the provisions of the Act which depends, in part, upon the Subscriber’s investment intention. In that connection, the Subscriber understands that it is the position of the SEC that the statutory basis for such exemption would not be present if the Subscriber’s representation merely meant that the Subscriber’s present intention was to hold such securities for a short period, such as the capital gains period of tax statutes, for a deferred sale, for a market rise, assuming that a market develops, or for any other similarly fixed period. The Subscriber realizes that, in the view of the SEC, a purchase now with an intent to resell would represent a purchase with an intent inconsistent with the Subscriber’s representation to the Company, and the SEC might regard such a sale or disposition as a sale to which such exemptions are not available. 1.9 The Subscriber understands that there is no public market for the Shares or the underlying Common Stock into which Shares are convertible. The Subscriber understands that even if a public market develops for the Common Stock issuable upon conversion of the Shares, Rule 144 (the “"Rule”") promulgated under the Act requires, among other conditions, a one-year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements under the Act. The Subscriber understands that the Company makes no representation or warranty regarding its fulfillment in the future of any reporting requirements under the Securities Exchange Act of 1934, as amended, or its dissemination to the public of any current financial or other information concerning the Company, as is required by the Rule as one of the conditions of its availability. The Subscriber understands and hereby acknowledges that the Company is under no obligation to register the Shares or the Common Stock issuable upon conversion of the Shares under the Act, with the exception of certain limited registration rights set forth in Article IV hereofherein. The Subscriber consents that the CompanyCompany may, if it desires, may permit the transfer of the Shares Common Stock out of the Subscriber’s his name only when the Subscriber’s his request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that neither the sale nor the proposed transfer results in a violation of the Act or any applicable state “"blue sky” " laws (collectively “"Securities Laws”) and subject to the provisions of Section 1.10 hereof. The Subscriber agrees to hold the Company and its directors, officers and controlling persons and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by them as a result of any misrepresentation made by the Subscriber contained herein or in the Confidential Investor Questionnaire contained in Article VI hereof or any sale or distribution by the undersigned Subscriber in violation of any Securities Laws"). 1.10 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Shares stating that they have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale thereof. 1.11 The Subscriber understands acknowledges that if he is a Registered Representative of an NASD member firm, he must give such firm the Company will review this Subscription Agreement and the Confidential Investor Questionnaire contained herein and hereby is given authority notice required by the undersignedNASD's Rules of Fair Practice, if an individual, to call his or her bank or place receipt of employment or otherwise review which must be acknowledged by such firm on the financial standing of the Subscriber insofar as is relevant to the Subscriber’s representations herein; and it is further agreed that the Company reserves the unrestricted right to reject or limit any subscription and to close any offer of Shares at any time. The Subscriber further understands that the Company reserves the right to oversubscribe the Offering at its sole discretionsignature page hereof. 1.12 The Subscriber hereby represents that If the address of Subscriber furnished by the Subscriber at the end of this Subscription Agreement is the undersigned's principal residence, if the Subscriber is an individual, or its principal business address, if the undersigned Subscriber is a corporation partnership, corporation, trust or other entity. 1.13 The Subscriber hereby , such partnership, corporation, trust or other entity further represents and warrants that, except as set forth : (i) it was not formed for the purpose of investing in the Offering DocumentsCompany; (ii) it is authorized and otherwise duly qualified to purchase and hold the Shares; and (iii) that this Subscription Agreement has been duly and validly authorized, no representations or warranties have been made to executed and delivered constitutes the Subscriber by the Company or any agentlegal, employee, representative or affiliate binding and enforceable obligation of the Company and that, in entering into this transaction and subscribing for Shares, the Subscriber is not relying on any information, other than that contained in the Offering Documents and the results of Subscriber’s independent investigationundersigned. 1.14 The Subscriber acknowledges that at such time, if ever, as the Shares are registered, sales of such securities will be subject to Securities Laws, which may require, among other requirements, any securities to be sold through a registered broker-dealer or in reliance upon an exemption from registration. In the event such Common Stock is registered in the event of an initial public offering, the Subscriber will be granted “piggy back” registration rights, subject to the approval of the Underwriter. 1.15 The Subscriber acknowledges that the Company, at its discretion, may elect to engage the services of one or more broker/dealers registered with the National Association of Securities Dealers (“NASD”) and may pay such broker/dealers up to ten percent (10%) of the gross proceeds of the Offering in commissions. 1.16 The Subscriber acknowledges that the officers and directors of the Company may participate in this Offering and may purchase some or all of the Minimum or Maximum Offering.

SUBSCRIPTION FOR SHARES AND REPRESENTATIONS BY AND COVENANTS OF SUBSCRIBER. As an inducement to the Company to accept the subscription, the Subscriber represents and warrants (which representations and warranties shall be deemed continuing and shall survive the execution, delivery and performance of this Agreement and the Closing) as follows: 1.1 Subject to the terms and conditions hereof, the Subscriber hereby subscribes for and agrees to purchase from the Company _____________ Shares Units as defined above at $0.20 30,000 per Share Unit, which equals $0.30 per share of Common Stock purchased. Each Unit consists of 100,000 shares of the Company’s Common Stock, and Warrants to purchase 100,000 shares of Common Stock for a total purchase price of $______________ (the “Purchase Price”) payable in currency of the United States payable to IPtimize, Inc. or by wire transfer of funds. 1.2 The Subscriber recognizes that the purchase of Shares Units involves a high degree of risk in that (i) the Company is in the development stage, has not completed development of all of its proposed service products and may require further investment funds in addition to the proceeds of this private placement; (ii) an investment in the Company is highly speculative, and only investors who can afford the loss of their entire investment should consider investing in the Company and the SharesUnits; (iii) investors may not be able to liquidate their investment; (iv) transferability of the Shares and Warrants is extremely limited; and (v) in the event of a disposition of SharesShares and/or Warrants, an investor could sustain the loss of his entire investment, as well as other risk factors. 1.3 The Subscriber represents that he or she is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the United States Securities Act of 1933, as amended (the “Act”), as indicated by the Subscriber’s responses to the Confidential Investor Questionnaire contained in Article VI hereof, and that the Subscriber is able to bear the economic risk of an investment in the SharesUnits. 1.4 The Subscriber acknowledges that Subscriber either: (i) has a preexisting personal or business relationship with the Company or with one or more of its officers, directors or controlling persons; or (ii) by reason of the Subscriber’s business or financial experience, including investment in non-listed and non-registered securities, or the business or financial experience of the Subscriber’s professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly - — could reasonably be assumed to have the capacity to protect the Subscriber’s own interests in connection with an investment in the SharesUnits. The Subscriber further acknowledges that he or she has the capacity to evaluate the merits and risks of such an investment and that the Subscriber recognizes the highly speculative nature of this investment. The Subscriber is not subscribing for any Interests as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, any seminar or meeting, or any solicitation of a subscription by a person not previously known to the Subscriber in connection with investments in securities generally. 1.5 The Subscriber acknowledges receipt and careful review of the documents provided herewith (the “Offering Documents” attached as Exhibit A) and hereby represents that the Subscriber has been furnished by the Company during the course of this transaction with all information regarding the Company which the Subscriber had requested or desired to know; that all documents which could be reasonably provided, including the Company’s internal business plans, operating projections, have been made available for the Subscriber’s inspection and review; that such information and documents have, in Subscriber’s opinion, afforded the Subscriber generally with the same substantive information that would be provided to the Subscriber in a registration statement filed under the Act; that the Subscriber has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the Offering and the Offering Documents; and that Subscriber has been provided any additional information which the Subscriber had requested. 1.6 The Subscriber acknowledges that this Offering may involve tax consequences, and that the contents of the Offering Documents do not contain tax advice or information. The Subscriber acknowledges that the Subscriber must retain the Subscriber’s own professional advisors to evaluate the tax and other consequences of an investment in the SharesUnits. 1.7 The Subscriber acknowledges that this Offering has not been reviewed by the United States Securities and Exchange Commission (“SEC”). The Subscriber represents that the Shares and Warrants being purchased by the Subscriber are being purchased for the Subscriber’s own account, for investment and not for distribution or resale to others. The Subscriber agrees that the Subscriber will not sell or otherwise transfer the Shares and/or Warrants unless they are registered under the Act or unless an exemption from such registration is available. 1.8 The Subscriber understands that the Shares Units, Shares, Warrants and the shares of Common Stock underlying the Warrants, have not been registered under the Act by reason of a claimed exemption under the provisions of the Act which depends, in part, upon the Subscriber’s investment intention. In that connection, the Subscriber understands that it is the position of the SEC that the statutory basis for such exemption would not be present if the Subscriber’s representation merely meant that the Subscriber’s present intention was to hold such securities for a short period, such as the capital gains period of tax statutes, for a deferred sale, for a market rise, assuming that a market develops, or for any other similarly fixed period. The Subscriber realizes that, in the view of the SEC, a purchase now with an intent to resell would represent a purchase with an intent inconsistent with the Subscriber’s representation to the Company, and the SEC might regard such a sale or disposition as a sale to which such exemptions are not available. 1.9 The Subscriber understands that there is no public market for the Shares or Units, Shares, Warrants and the underlying shares of Common Stock into which Shares are convertibleunderlying the Warrants,. The Subscriber understands that even if a public market develops for the Units, Shares, Warrants and the shares of Common Stock issuable upon conversion of underlying the SharesWarrants,, Rule 144 (the “Rule”) promulgated under the Act requires, among other conditions, a one-year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements under the Act. The Subscriber understands that the Company makes no representation or warranty regarding its fulfillment in the future of any reporting requirements under the Securities Exchange Act of 1934, as amended, or its dissemination to the public of any current financial or other information concerning the Company, as is required by the Rule as one of the conditions of its availability. The Subscriber understands and hereby acknowledges that the Company is under no obligation to register the Shares or Units, Shares, Warrants and the shares of Common Stock issuable upon conversion of underlying the Shares under the Act, with the exception of certain limited registration rights set forth in Article IV hereofWarrants. The Subscriber consents that the Company, if it desires, may permit the transfer of the Shares Units, Shares, Warrants and the shares of Common Stock underlying the Warrants, out of the Subscriber’s name only when the Subscriber’s request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that neither the sale nor the proposed transfer results in a violation of the Act or any applicable state “blue sky” laws (collectively “Securities Laws”) and subject to the provisions of Section 1.10 hereof. The Subscriber agrees to hold the Company and its directors, officers and controlling persons and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by them as a result of any misrepresentation made by the Subscriber contained herein or in the Confidential Investor Questionnaire contained in Article VI hereof or any sale or distribution by the undersigned Subscriber in violation of any Securities Laws. 1.10 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Shares Units, Shares, Warrants and the shares of Common Stock underlying the Warrants, stating that they have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale thereof. 1.11 The Subscriber understands that the Company will review this Subscription Agreement and the Confidential Investor Questionnaire contained herein and hereby is given authority by the undersigned, if an individual, to call his or her bank or place of employment or otherwise review the financial standing of the Subscriber insofar as is relevant to the Subscriber’s representations herein; and it is further agreed that the Company reserves the unrestricted right to reject or limit any subscription and to close any offer of Shares at any time. The Subscriber further understands that the Company reserves the right to oversubscribe the Offering at its sole discretion. 1.12 The Subscriber hereby represents that the address of Subscriber furnished by the Subscriber at the end of this Subscription Agreement is the undersigned's ’s principal residence, if the Subscriber is an individual, or its principal business address, if the Subscriber is a corporation or other entity. 1.13 The Subscriber hereby represents and warrants that, except as set forth in the Offering Documents, no representations or warranties have been made to the Subscriber by the Company or any agent, employee, representative or affiliate of the Company and that, in entering into this transaction and subscribing for SharesUnits, the Subscriber is not relying on any information, other than that contained in the Offering Documents and the results of Subscriber’s independent investigation. 1.14 The Subscriber acknowledges that at such time, if ever, as the Shares Units, Shares, Warrants and the shares of Common Stock underlying the Warrants, are registered, sales of such securities will be subject to Securities Laws, which may require, among other requirements, any securities to be sold through a registered broker-dealer or in reliance upon an exemption from registration. In the event such Common Stock is registered in the event of an initial public offering, the Subscriber will be granted “piggy back” registration rights, subject to the approval of the Underwriter. 1.15 The Subscriber acknowledges that the Company, at its discretion, may elect to engage the services of one or more broker/dealers registered with the National Association of Securities Dealers (“NASD”) and may pay such broker/dealers up to ten percent (10%) of the gross proceeds of the Offering in commissions. 1.16 The Subscriber acknowledges that the officers and directors of the Company may participate in this Offering and may purchase some or all of the Minimum or Maximum Offering.

SUBSCRIPTION FOR SHARES AND REPRESENTATIONS BY AND COVENANTS OF SUBSCRIBER. 1.1 Subject to the terms and conditions hereofhereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company _____________ such number of Shares as defined above is set forth upon the signature page hereof at $0.20 per Share for a total purchase price of $______________ (2.50 per Share. The Company agrees to sell such Shares to the “Purchase Price”) Subscriber for said purchase price. The purchase price is payable in currency of the by certified or bank check made payable to United States payable to IPtimizeTrust Company of New York, Inc. Special Account Re: Medical Science Systems, Inc., or by wire transfer of funds, contemporaneously with the execution and delivery of this Subscription Agreement. The certificates for the Shares will be delivered by the Company within ten (10) days following each Closing of this offering as set forth in Article III hereof. The Subscriber understands however, that this purchase of Shares is contingent upon the Company making sales of at least $2,500,000 in aggregate purchase price of the Shares prior to the Termination Date as defined in Article III hereof. 1.2 The Subscriber recognizes that the purchase of Shares involves a high degree of risk in that (i) the Company is in the development stage, will need additional capital but has not completed development no assurance of all of its proposed service products and may require further investment funds in addition to the proceeds of this private placementadditional necessary capital; (ii) conversion of the Shares into Common Stock is not assured and is subject to approval by the Company's common shareholders; (iii) an investment in the Company is highly speculative, speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (iiiiv) investors an investor may not be able to liquidate their his investment; (ivv) transferability of the securities comprising the Shares is extremely limited; and (vvi) in the event of a disposition of Shares, an investor could sustain the loss of his entire investment, as well as other risk factors, as more fully set forth herein and in the Private Placement Memorandum dated April 14, 1999 and any supplements thereto (the "Offering Memorandum"). 1.3 The Subscriber represents that he or she is an “"accredited investor” " as such term is defined in Rule 501 of Regulation D promulgated under the United States Securities Act of 1933, as amended (the “"Act”"), as indicated by the Subscriber’s his responses to the Confidential Investor Questionnaire contained in Article VI hereofQuestionnaire, and that the Subscriber he is able to bear the economic risk of an investment in the Shares. 1.4 The Subscriber acknowledges that Subscriber either: (i) he has a preexisting personal or business relationship with the Company or with one or more of its officers, directors or controlling persons; or (ii) by reason of the Subscriber’s business or financial prior investment experience, including investment in non-listed and non-registered securities, or he has employed the business services of an investment advisor, attorney or financial experience accountant to read all of the Subscriber’s professional advisors who are unaffiliated with and who are not compensated documents furnished or made available by the Company or any affiliate or selling agent of the Company, directly or indirectly - could reasonably be assumed both to have the capacity him and to protect the Subscriber’s own interests in connection with an investment all other prospective investors in the Shares. The Subscriber further acknowledges that he or she has the capacity Shares and to evaluate the merits and risks of such an investment on his behalf, and that the Subscriber he recognizes the highly speculative nature of this investment. 1.5 The Subscriber acknowledges receipt and careful review of the documents provided herewith Offering Memorandum and the attachments thereto (the “"Offering Documents” attached as Exhibit A") and hereby represents that the Subscriber he has been furnished by the Company during the course of this transaction with all information regarding the Company which the Subscriber he had requested or desired to know; that all documents which could be reasonably provided, including the Company’s internal business plans, operating projections, provided have been made available for the Subscriber’s his inspection and review; that such information and documents have, in Subscriber’s opinion, afforded the Subscriber generally with the same substantive information that would be provided to the Subscriber in a registration statement filed under the Act; that the Subscriber he has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the terms and conditions of the Offering Offering, and the Offering Documents; and that Subscriber has been provided any additional information which the Subscriber he had requested. 1.6 The Subscriber acknowledges that this Offering offering of Shares may involve tax consequences, and that the contents of the Offering Documents do not contain tax advice or information. The Subscriber acknowledges that the Subscriber he must retain the Subscriber’s his own professional advisors to evaluate the tax and other consequences of an investment in the Shares. 1.7 The Subscriber acknowledges that this Offering offering of Shares has not been reviewed by the United States Securities and Exchange Commission (“"SEC”)") because of the Company's representations that this is intended to be a nonpublic offering pursuant to Sections 4(2) or 3(b) of the Act. The Subscriber represents that the Shares being purchased by the Subscriber are being purchased for the Subscriber’s his own account, for investment and not for distribution or resale to others. The Subscriber agrees that the Subscriber he will not sell or otherwise transfer the Shares such securities unless they are registered under the Act or unless an exemption from such registration is available. 1.8 The Subscriber understands that the Shares have not been registered under the Act by reason of a claimed exemption under the provisions of the Act which depends, in part, upon the Subscriber’s his investment intention. In that this connection, the Subscriber understands that it is the position of the SEC that the statutory basis for such exemption would not be present if the Subscriber’s his representation merely meant that the Subscriber’s his present intention was to hold such securities for a short period, such as the capital gains period of tax statutes, for a deferred sale, for a market rise, assuming that a market develops, or for any other similarly fixed period. The Subscriber realizes that, in the view of the SEC, a purchase now with an intent to resell would represent a purchase with an intent inconsistent with the Subscriber’s his representation to the Company, and the SEC might regard such a sale or disposition as a deferred sale to which such exemptions are not available. 1.9 The Subscriber understands that there is no public market for the Shares or securities comprising the underlying Common Stock into which Shares are convertibleShares. The Subscriber understands that even if a public market develops exists for the Common Stock issuable upon conversion of the Shares, Rule 144 (the “"Rule”") promulgated under the Act requires, among other conditions, a one-one year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements under the Act. The Subscriber understands that the Company makes no representation or warranty regarding its fulfillment in the future of any reporting requirements under the Securities Exchange Act of 1934, as amended, or its dissemination to the public of any current financial or other information concerning the Company, as is required by the Rule 144 as one of the conditions of its availability. The Subscriber understands and hereby acknowledges that the Company is under no obligation to register the Shares or the Common Stock issuable upon conversion of securities comprising the Shares under the Act, with the exception of certain limited registration rights set forth in Article IV hereofherein. The Subscriber consents that the CompanyCompany may, if it desires, may permit the transfer of the securities comprising the Shares or issuable upon conversion thereof out of the Subscriber’s his name only when the Subscriber’s his request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that neither the sale nor the proposed transfer results in a violation of the Act or any applicable state “"blue sky” " laws (collectively “"Securities Laws”) and subject to the provisions of Section 1.10 hereof"). The Subscriber agrees to hold the Company and its directors, officers and controlling persons and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by them as a result of any misrepresentation made by the Subscriber him contained herein or in the Confidential Investor Questionnaire contained in Article VI hereof or any sale or distribution by the undersigned Subscriber in violation of any Securities Laws. 1.10 The Subscriber consents to the placement of a legend one or more legends on any certificate or other document evidencing his Shares and the Common Stock issuable upon conversion of such Shares stating that they have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale thereof. 1.11 The Subscriber understands that the Company will review this Subscription Agreement and the Confidential Investor Questionnaire contained herein and is hereby is given authority by the undersigned, if an individual, undersigned to call his or her bank or place of employment or otherwise review the financial standing of the Subscriber insofar as is relevant to the Subscriber’s representations herein; and it is further agreed that the Company reserves the unrestricted right to reject or limit any subscription and to close any the offer of Shares at any time. The Subscriber further understands that the Company reserves the right to oversubscribe the Offering at its sole discretion. 1.12 The Subscriber hereby represents that the address of Subscriber furnished by the Subscriber him at the end of this Subscription Agreement is the undersigned's principal residence, residence if the Subscriber he is an individual, individual or its principal business address, address if the Subscriber it is a corporation or other entity. 1.13 The Subscriber acknowledges that if he is a Registered Representative of a National Association of Securities Dealers, Inc. ("NASD") member firm, he must give such firm the notice required by the NASD Conduct Rules, or any applicable successor rules of the NASD receipt of which must be acknowledged by such firm on the signature page hereof. 1.14 The Subscriber hereby represents and warrants that, except as set forth in the Offering Documents, no representations or warranties have been made to the Subscriber by the Company or any agent, employee, representative employee or affiliate of the Company and that, in entering into this transaction and subscribing for Sharestransaction, the Subscriber is not relying on any information, other than that contained in the Offering Documents and the results of independent investigation by the Subscriber’s independent investigation. 1.14 The Subscriber acknowledges that at such time, if ever, as the Shares are registered, sales of such securities will be subject to Securities Laws, which may require, among other requirements, any securities to be sold through a registered broker-dealer or in reliance upon an exemption from registration. In the event such Common Stock is registered in the event of an initial public offering, the Subscriber will be granted “piggy back” registration rights, subject to the approval of the Underwriter. 1.15 The Subscriber acknowledges that the Company, at its discretion, may elect to engage the services of one or more broker/dealers registered with the National Association of Securities Dealers (“NASD”) and may pay such broker/dealers up to ten percent (10%) of the gross proceeds of the Offering in commissions. 1.16 The Subscriber acknowledges that the officers and directors of the Company may participate in this Offering and may purchase some or all of the Minimum or Maximum Offering.