Common use of SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY SUBSCRIBER Clause in Contracts

SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY SUBSCRIBER. Subject to the terms and conditions hereinafter set forth the Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company such number of Units, and the Company agrees to sell to the Subscriber as is set forth on the signature page hereof, at a price equal to $0.10 per Unit. The purchase price is payable by wire transfer of immediately payable funds directly to the Company. 1.1. The Subscriber recognizes that the purchase of the Units involves a high degree of risk including, but not limited to, the following: (a) the Company requires funds in addition to the proceeds of the Offering; (b) an investment in the Company is highly speculative, and only investors who can afford the loss of their entire investment should consider investing in the Company and the Units; (c) the Subscriber may not be able to liquidate its investment; (d) transferability of the Units, Common Stock, the Warrants, and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”) is extremely limited; (e) in the event of a disposition, the Subscriber could sustain the loss of its entire investment; (f) the Company has not paid any dividends since its inception and does not anticipate paying any dividends; and (g) the Company may issue additional securities in the future which have rights and preferences that are senior to those of the Common Stock. 1.2. The Subscriber represents that the Subscriber is an “accredited investor” as such term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and that the Subscriber is able to bear the economic risk of an investment in the Units. 1.3. The Subscriber hereby acknowledges and represents that (a) the Subscriber has knowledge and experience in business and financial matters, prior investment experience, or the Subscriber has employed the services of a “purchaser representative” (as defined in Rule 501 of Regulation D), attorney and/or accountant to read all of the documents furnished or made available by the Company both to the Subscriber and to all other prospective investors in the Units to evaluate the merits and risks of such an investment on the Subscriber's behalf; (b) the Subscriber recognizes the highly speculative nature of this investment; and (c) the Subscriber is able to bear the economic risk that the Subscriber hereby assumes. 1.4. The Subscriber hereby acknowledges receipt and careful review of this Agreement, the Company's filings with the Securities and Exchange Commission (“SEC”) including but not limited to the Form 10Q as filed on August 17, 2010, and the Form 8K as filed on June 4, 2010 and any documents which may have been made available upon request as reflected therein (collectively referred to as the “Offering Materials”) and hereby represents that the Subscriber has been furnished by the Company during the course of the Offering with all information regarding the Company, the terms and conditions of the Offering and any additional information that the Subscriber has requested or desired to know, and has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the Company and the terms and conditions of the Offering. (a) In making the decision to invest in the Units the Subscriber has relied solely upon the information provided by the Company in the Offering Materials. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Units hereunder. The Subscriber disclaims reliance on any statements made or information provided by any person or entity in the course of Subscriber's consideration of an investment in the Units other than the Offering Materials. (b) The Subscriber represents that (i) the Subscriber was contacted regarding the sale of the Units by the Company (or an authorized agent or representative thereof) and (ii) no Units were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 1.6. The Subscriber hereby represents that the Subscriber, either by reason of the Subscriber's business or financial experience or the business or financial experience of the Subscriber's professional advisors (who are unaffiliated with and not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly), has the capacity to protect the Subscriber's own interests in connection with the transaction contemplated hereby. 1.7. The Subscriber hereby acknowledges that the Offering has not been reviewed by the U.S. Securities and Exchange Commission (the “SEC”) nor any state regulatory authority since the Offering is intended to be exempt from the registration requirements of Section 5 of the Securities Act pursuant to Regulation D promulgated thereunder, The Subscriber understands that the Common Stock, Warrants, and the Warrant Shares have not been registered under the Securities Act or under any state securities or “blue sky” laws and agrees not to sell, pledge, assign or otherwise transfer or dispose of the Common Stock, Warrants, or the Warrant Shares unless they are registered under the Securities Act and under any applicable state securities or “blue sky” laws or unless an exemption from such registration is available. 1.8. The Subscriber understands that the Common Stock, Warrants, and the Warrant Shares have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act that depends, in part, upon the Subscriber's investment intention. In this connection, the Subscriber hereby represents that the Subscriber is purchasing the Units for the Subscriber's own account for investment and not with a view toward the resale or distribution to others. The Subscriber, if an entity, further represents that it was not formed for the purpose of purchasing the Units. 1.9. The Subscriber understands that there is trading market for the Common Stock is extremely limited and there is no trading market for the Warrants and that an active market may not develop for the Common Stock or Warrants. 1.10. The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Common Stock, Warrants, and the Warrant Shares that such securities have not been registered under the Securities Act or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such securities. The legend to be placed on each certificate shall be in form substantially similar to the following: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED. UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR “BLUE SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED,” 1.11. The Subscriber understands that the Company will review this Agreement and is hereby given authority by the Subscriber to call Subscriber's bank or place of employment or otherwise review the financial standing of the Subscriber; and it is further agreed that the Company in its sole discretion, reserve the unrestricted right, without further documentation or agreement on the part of the Subscriber, to reject or limit any subscription, to accept subscriptions for fractional Units and to close the Offering to the Subscriber at any time and that the Company will issue stop transfer instructions to its transfer agent with respect to the Common Stock underlying the Common Stock and the Warrants. 1.12. The Subscriber hereby represents that the address of the Subscriber furnished by Subscriber on the signature page hereof is the Subscriber's principal residence if Subscriber is an individual or its principal business address if it is a corporation or other entity, 1.13. The Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the Units. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. 1.14. If the Subscriber is a corporation, partnership, Limited Liability Company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and qualified to invest in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so. 1.15. The Subscriber acknowledges that at such time, if ever, as the Common Stock, Warrants, or the Warrant Shares are registered (as such term is defined in Article 5 hereof), sales of the Common Stock, Warrants, and the Warrant Shares will be subject to state securities laws. 1.16. The Subscriber agrees not to issue any public statement with respect to the Subscriber's investment or proposed investment in the Company or the terms of any agreement or covenant between them and the Company without the Company's prior written consent, except such disclosures as may be required under applicable law or under any applicable order, rule or regulation, 1.17. The Subscriber understands that the Units are being offered and sold in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the Company and the principals and controlling persons thereof are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings set forth herein in order to determine the applicability of such exemptions and the undersigned's suitability to acquire Units. 1.18. The Subscriber agrees to hold the Company and its directors, officers, employees, affiliates, controlling persons and agents 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 (a) any sale or distribution of the Common Stock, Warrants, or the Warrant Shares by the Subscriber in violation of the. Securities Act or any applicable state securities or “blue sky” laws; or (b) any false representation or warranty or

SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY SUBSCRIBER. 1.1 Subject to the terms and conditions hereinafter set forth forth, the Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company such number of Units, Units or fractions thereof and the Company agrees to sell such Units to the Subscriber as is set forth on upon the signature page hereof, hereof at a price equal to $0.10 100,000 per UnitUnit (the "Initial Offering Price"). The purchase price is payable by personal or business check, wire transfer of immediately available funds or money order made payable funds directly to "Fleet Bank, Escrow Agent, F/B/O Conversion Technologies International, Inc." contemporaneously with the execution and delivery of this Agreement by the Subscriber. The certificates representing the Preferred Stock will be delivered by the Company within ten (10) days following the consummation of the relevant Closing Date as set forth in Article III hereof. The Subscriber understands, however, that this purchase of Units is contingent upon the Company making sales of a minimum of thirty (30) Units prior to the Companytermination date of the Offering. 1.1. 1.2 The Subscriber recognizes that the purchase of the Units involves a high degree of risk including, but not limited to, the following: (ai) the Company remains a development stage business with limited operating history and requires substantial funds in addition to the proceeds of the Offering; (bii) 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 Units; (ciii) the Subscriber may not be able to liquidate its his investment; (div) transferability transfer ability of the Units, Common Stock, the Warrants, and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”) Securities is extremely limited; (ev) in the event of a dispositiondisposition of the Securities, the Subscriber could sustain the loss of its his entire investment; investment and (fvi) the Company has not paid any dividends since its inception and does not anticipate paying any dividends; and the payment of dividends in the foreseeable future. Such risks are more fully set forth in the Term Sheet (gas defined below) furnished by the Company may issue additional securities in to the future which have rights and preferences that are senior to those of the Common StockSubscriber. 1.2. 1.3 The Subscriber represents that the Subscriber is an “"accredited investor” " as such term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Securities "Act”"), as indicated by the Subscriber's responses to the questions contained in Article VII hereof, and that the Subscriber is able to bear the economic risk of an investment in the Units. 1.3. 1.4 The Subscriber hereby acknowledges and represents that (ai) the Subscriber has knowledge and experience in business and financial matters, prior investment experience, including investment in securities which are non-listed, unregistered and/or not traded on the Nasdaq National or Small Cap Market, a national stock exchange nor on the NASD's automated quotation system for actively traded stocks, or the Subscriber has employed the services of a “purchaser representative” (as defined in Rule 501 of Regulation D)an investment advisor, attorney and/or accountant to read all of the documents furnished or made available by the Company both to the Subscriber and to all other prospective investors in the Units and to evaluate the merits and risks of such an investment on the Subscriber's behalf; (bii) the Subscriber recognizes the highly speculative nature of this investment; and (ciii) the Subscriber is able to bear the economic risk that which the Subscriber hereby assumes. 1.4. 1.5 The Subscriber hereby acknowledges receipt and careful review of this Agreement(a) the Confidential Term Sheet dated August 8, the Company's filings with the Securities 1997 as supplemented and Exchange Commission (“SEC”) including but not limited to the Form 10Q as filed on August 17, 2010amended, and the Form 8K as filed on June 4attachments and exhibits thereto, 2010 and any documents all of which may have been made available upon request as reflected therein constitute an integral part thereof (collectively referred the "Term Sheet") and (b) this Agreement and all attachments to as the “Offering Materials”) it; and hereby represents that the Subscriber has been furnished by the Company during the course of the Offering this transaction with all information regarding the Company, the terms and conditions of the Offering and any additional information that Company which the Subscriber has requested or desired to know, and has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the Company and the terms and conditions of the OfferingOffering and has received any additional information which the Subscriber has requested. (a) In making the decision to invest in the Units the The Subscriber has relied solely upon the information provided by the Company in the Offering MaterialsTerm Sheet and in this Agreement in making the decision to invest in the Units. To the extent necessary, the Subscriber has retained, at its own expensethe expense of the Subscriber, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the its purchase of the Units hereunder. The Subscriber disclaims reliance on acknowledges and agrees that the Placement Agent has not supplied any statements made or information provided by any person or entity for inclusion in the course of Subscriber's consideration of an investment Term Sheet other than information furnished in writing to the Company by the Placement Agent specifically for inclusion in the Units other than Term Sheet relating to the Offering MaterialsPlacement Agent, that the Placement Agent has no responsibility for the accuracy or completeness of the Term Sheet and that the Subscriber has not relied upon the independent investigation or verification, if any, which may have been undertaken by the Placement Agent. (b) The Subscriber represents that (i) the Subscriber was contacted regarding the sale of the Units by the Company Placement Agent (or an authorized agent or representative thereof) with whom the Subscriber had a prior substantial pre-existing relationship and (ii) no Units were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, therewith the Subscriber did not not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, radio whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 1.6. 1.7 The Subscriber hereby represents that the Subscriber, Subscriber either by reason of the Subscriber's business or financial experience or the business or financial experience of the Subscriber's professional advisors (who are unaffiliated with with, and who are not compensated by by, the Company or any affiliate or selling agent of the Company, including the Placement Agent, directly or indirectly), ) has the capacity to protect the Subscriber's own interests in connection with the transaction contemplated hereby. 1.7. 1.8 The Subscriber hereby acknowledges that the Offering offering of Units has not been reviewed by the U.S. United States Securities and Exchange Commission (the “"SEC”" or the "Commission") nor or any state regulatory authority authority, since the Offering is intended to be exempt from the registration requirements of Section 5 of the Securities Act pursuant to Regulation D promulgated thereunder, under the Act. The Subscriber understands that the Common Stock, Warrants, and the Warrant Shares have shall not been registered under the Securities Act or under any state securities or “blue sky” laws and agrees not to sell, pledge, assign sell or otherwise transfer or dispose of the Common Stock, Warrants, or the Warrant Shares Securities unless they are registered under the Securities Act and under any applicable state securities or “blue sky” laws or unless an exemption from such registration is available. 1.8. 1.9 The Subscriber understands that the Common Stock, Warrants, and Securities comprising the Warrant Shares Units have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act that which depends, in part, upon the Subscriber's investment intention. In this connection, the Subscriber hereby represents that the Subscriber is purchasing the Securities comprising the Units for the Subscriber's own account for investment and not with a view toward the resale or distribution to others. The Subscriber, if an entity, further represents that it was not formed for the purpose of purchasing the UnitsSecurities. 1.91.10 The Subscriber understands that although there currently is a public market for the Common Stock, Rule 144 ("Rule 144") 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 and hereby acknowledges that there the Company is trading market for under no obligation to register any of the Common Stock is extremely limited Units or any of the Securities comprising the Units under the Act or any state securities or "blue sky" laws other than as set forth in Article V. The Subscriber agrees to hold the Company and there is no trading market for its directors, officers, employees, controlling persons and agents (including the Warrants Placement Agent and that an active market may not develop for its officers, directors, employees, counsel, controlling persons and agents) 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 (i) any misrepresentation made by the Common Stock Subscriber contained in this Agreement (including the Confidential Investor Questionnaire contained in Article VII herein), (ii) any sale or Warrantsdistribution by the Subscriber in violation of the Act or any applicable state securities or "blue sky" laws, or (iii) any untrue statement of a material fact made by the Subscriber and contained herein. 1.10. 1.11 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Common Stock, Warrants, and the Warrant Shares that such securities Securities have not been registered under the Securities Act or any state securities or “"blue sky” " laws and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such securities. The legend to be placed on each certificate shall be in form substantially similar to the following: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED. UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR “BLUE SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED,”Securities. 1.11. 1.12 The Subscriber understands that the Company will review this Agreement and is hereby given authority by the Subscriber to call the Subscriber's bank or place of employment or otherwise review the financial standing of the Subscriber; and it is further agreed that the Company in (with the consent of the Placement Agent) and the Placement Agent, at its sole discretion, reserve reserves the unrestricted right, without further documentation or agreement on the part of the Subscriber, to reject or limit any subscription, to accept subscriptions for fractional Units and to close the Offering to the Subscriber at any time and that the Company will issue stop transfer instructions to its transfer agent with respect to the Common Stock underlying the Common Stock and the Warrantstime. 1.12. 1.13 The Subscriber hereby represents that the address of the Subscriber furnished by Subscriber on the signature page hereof is the Subscriber's principal residence if the Subscriber is an individual or its principal business address if it is a corporation or other entity,. 1.13. 1.14 The Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the UnitsUnits and the Securities. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. 1.14. 1.15 If the Subscriber is a corporation, partnership, Limited Liability Companylimited liability company, trust, employee benefit plan, individual retirement account, Xxxxx Keogh Plan, or other tax-exempt entity, (a) it is authorized xx xxthorized and qualified to invest become an investor in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do soso and (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. 1.15. 1.16 The Subscriber acknowledges that if he or she is a Registered Representative of an NASD member firm, he or she must give such firm the notice required by the NASD's Rules of Fair Practice, receipt of which must be acknowledged by such firm in Section 7.4 below. 1.17 The Subscriber acknowledges that at such time, if ever, as the Common Stock, Warrants, or the Warrant Shares Securities are registered (as such term is defined in Article 5 hereof)registered, sales of the Common Stock, Warrants, and the Warrant Shares Securities will be subject to state securities laws, including those of the State of New Jersey which require any securities sold in New Jersey to be sold through a registered broker-dealer or in reliance upon an exemption from registration. 1.161.18 Subject to the proviso below, the Subscriber hereby agrees that for a period of nine (9) (the "Lock-Up Period") months from the effective date of the Registration Statement (as defined in Section 5.2 hereof), the Subscriber will not, without the prior written consent of the Placement Agent, offer, pledge, sell, contract to sell, grant any option for the sale of, or otherwise dispose of, directly or indirectly, 75% of the Registrable Securities (as defined in Section 5.1) purchased or acquired by the Subscriber, provided, however, that, -------- ------- following each three month period after the Effective Date, an amount of Registrable Securities equal to 25% of the number of Registrable Securities purchased or acquired by the Subscriber shall become exempt from the lock-up provisions contained in this sentence. The For the sake of clarity, 25% of the Registrable Securities will not be subject to any lock-up. In addition, the Subscriber agrees not to issue any public statement that during the period from the date that the Subscriber was first contacted with respect to the Subscriber's investment potential purchase of Securities through the last date upon which the Subscriber holds any Securities or proposed investment Registrable Securities, the Subscriber will not directly or indirectly, through related parties, affiliates or otherwise sell "short" or "short against the box" (as those terms are generally understood) or otherwise engage in any "hedging" transactions with respect to any equity security of the Company; provided, -------- however, that it shall not be a violation of this Section 1.18, if the ------- Subscriber places a sell order for Registrable Securities prior to the conversion of the Preferred Stock or at the time the conversion is requested, relies on the Company or to deliver such Registrable Securities in accordance with Section 5.4(h) and completes the terms sale of such Registrable Securities before the Company delivers the Registrable Securities to the Subscriber. In addition, the Subscriber agrees that during any agreement or covenant between them applicable Lock-Up Period it will not convert any of the Preferred Stock with respect to which the underlying Registrable Securities are subject to such Lock-Up Period. 1.19 The subscriber acknowledges that (i) the Company has engaged, consented to and authorized the Placement Agent in connection with the transactions contemplated by this Agreement, (ii) the Company shall pay the Placement Agent a commission and reimburse expenses in accordance with the Placement Agency Agreement dated April 1, 1997 (the "Placement Agency Agreement"), and the Company shall indemnify and hold harmless the Subscribers from and against all fees, commissions or other payments owing by the Company to the Placement Agent or any other person or firm acting on behalf of the Company hereunder and (iii) that registered representatives of the Placement Agent and/or its designees (including, without limitation, registered representatives of the Company's prior written consentPlacement Agent and/or its designees who participate in the Offering and sale of the securities sold in the Offering) shall be paid a portion of the commissions paid to the Placement Agent including a portion of the Placement Warrants (as defined below). 1.20 In consideration for the covenants of the Company contained in Section 2.11, except the Subscriber covenants to vote any voting securities purchased by the Subscriber hereunder (or obtained upon conversion of such disclosures securities) in favor of an increase in the authorized shares of Common Stock of the Company to a minimum of 40,000,000 and in any case a number of shares sufficient for the purpose of conversion of all the Series A Preferred Stock sold in or related to this Offering including without limitation, (x) the Common Stock underlying the Placement Warrants and (y) the Common Stock underlying the Preferred Stock resulting from dividends paid on the Preferred Stock (or such other amount as may be required under applicable law or under any applicable order, rule or regulation, 1.17. The Subscriber understands that authorized by the Units are being offered and sold in reliance on specific exemptions from the registration requirements Board of federal and state securities laws and that the Company and the principals and controlling persons thereof are relying upon the truth and accuracy Directors of the representations, warranties, agreements, acknowledgments, and understandings set forth herein in order to determine the applicability of such exemptions and the undersigned's suitability to acquire Units. 1.18Company). The Subscriber agrees to hold the Company and its directors, officers, employees, affiliates, controlling persons and agents 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 (a) any sale or distribution of the Common Stock, Warrants, or the Warrant Shares by If the Subscriber fails to so vote such securities in violation of the. Securities Act or any applicable state securities or “blue sky” laws; or (b) any false representation or warranty oraccordance with this Section 1.20, the Subscriber will not be entitled the to rights conferred in Section 2.11.

SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY SUBSCRIBER. Subject to the terms and conditions hereinafter set forth the 1.1 The Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company such number of Units, and the Company agrees to sell to the Subscriber as is set forth on the signature page hereof, at a per Unit price equal to $0.10 25,000 per Unit. The purchase price is payable by personal or business check or money order made payable to “AMP Holding Inc.” contemporaneously with the execution and delivery of this Agreement by the Subscriber. Subscribers may also pay the subscription amount by, wire transfer of immediately payable available funds directly to the Company. 1.1to: Name: AMP HOLDING INC. Bank: PNC Bank, N.A. Account: 000 000 0000 ABA #: 041 000 124 Address; 000 X. 0xx Xxxxxx, Xxxxxxxxxx, XX 00000 The Subscriber recognizes that the purchase of the Units involves a high degree of risk including, but not limited to, the following: (a) the Company remains a development stage business with limited operating history and requires substantial funds in addition to the proceeds of the Offering; (b) an investment in the Company is highly speculative, and only investors who can afford the loss of their entire investment should consider investing in the Company and the Units; (c) the Subscriber may not be able to liquidate its investment; (d) transferability of the Units, Common Stock, including the Warrants, Debentures and the shares of Common Stock issuable upon exercise of the Debentures the Warrants and the Warrant Shares (sometimes hereinafter collectively referred to as the “Warrant SharesSecurities”) is extremely limited; (e) in the event of a disposition, the Subscriber could sustain the loss of its entire investment; (f) the Company has not paid any dividends since its inception and does not anticipate paying any dividends; and (g) the Company may issue additional securities in the future which have rights and preferences that are senior to those of the Common StockUnits, Debentures and Warrants. 1.2. 1.2 The Subscriber represents that the Subscriber is an “accredited investor” as such term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), as indicated by the Subscriber’s responses to the questions contained in Article VII hereof, and that the Subscriber is able to bear the economic risk of an investment in the Units. 1.3. 1.3 The Subscriber hereby acknowledges and represents that (a) the Subscriber has knowledge and experience in business and financial matters, prior investment experience, including investment in securities that are thinly traded on the OTCBB or the Subscriber has employed the services of a “purchaser representative” (as defined in Rule 501 of Regulation D), attorney and/or accountant to read all of the documents furnished or made available by the Company both to the Subscriber and to all other prospective investors in the Units to evaluate the merits and risks of such an investment on the Subscriber's ’s behalf; (b) the Subscriber recognizes the highly speculative nature of this investment; and (c) the Subscriber is able to bear the economic risk that the Subscriber hereby assumes. 1.4. 1.4 The Subscriber hereby acknowledges receipt and careful review of this Agreement, the Company's filings 34 Act Reports (as defined herein), including all exhibits thereto and the Risk Factors included in our Form 10-K Annual Report filed with the Securities and Exchange Commission (“SEC”) including but not limited to the Form 10Q as filed on August 17March 31, 20102011, and the Form 8K as filed on June 4, 2010 and any documents which may have been made available upon request as reflected therein (collectively referred to as the “Offering Materials”) and hereby represents that the Subscriber has been furnished by the Company during the course of the Offering with all information regarding the Company, the terms and conditions of the Offering and any additional information that the Subscriber has requested or desired to know, and has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the Company and the terms and conditions of the Offering. Notwithstanding the foregoing, the Subscriber hereby confirms that it has not received from the Company nor is it in possession of any material nonpublic information relating to the Company and its operations. (a) In making the decision to invest in the Units the Subscriber has relied solely upon the information provided by the Company in the Offering Materials. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Units hereunder. The Subscriber disclaims reliance on any statements made or information provided by any person or entity in the course of Subscriber's ’s consideration of an investment in the Units other than the Offering Materials. (b) The Subscriber represents that (i) the Subscriber was contacted regarding the sale of the Units by the Company (or an authorized agent or representative thereof) with whom the Subscriber had a prior substantial pre-existing relationship and (ii) no Units were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 1.6. 1.6 The Subscriber hereby represents that the Subscriber, either by reason of the Subscriber's ’s business or financial experience or the business or financial experience of the Subscriber's ’s professional advisors (who are unaffiliated with and not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly), has the capacity to protect the Subscriber's ’s own interests in connection with the transaction contemplated hereby. 1.7. 1.7 The Subscriber hereby acknowledges that the Offering has not been reviewed by the U.S. United States Securities and Exchange Commission (the “SEC”) nor any state regulatory authority since the Offering is intended to be exempt from the registration requirements of Section 5 of the Securities Act pursuant to Regulation D promulgated thereunder, . The Subscriber understands that the Common Stock, Warrants, and the Warrant Shares Securities have not been registered under the Securities Act or under any state securities or “blue sky” laws and agrees not to sell, pledge, assign or otherwise transfer or dispose of the Common Stock, Warrants, or the Warrant Shares Securities unless they are registered under the Securities Act and under any applicable state securities or “blue sky” laws or unless an exemption from such registration is available. 1.8. 1.8 The Subscriber understands that the Common Stock, Warrants, and Securities comprising the Warrant Shares Units have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act that depends, in part, upon the Subscriber's ’s investment intention. In this connection, the Subscriber hereby represents that the Subscriber is purchasing the Units Securities for the Subscriber's ’s own account for investment and not with a view toward the resale or distribution to others. The Subscriber, if an entity, further represents that it was not formed for the purpose of purchasing the UnitsSecurities. 1.9. 1.9 The Subscriber understands that there is trading a limited public market for the Common Stock issuable upon conversion of the Debentures. The Subscriber understands that even if more significant public market develops for such Securities, Rule 144 (“Rule 144”) promulgated under the Securities Act requires for non-affiliates, among other conditions, a six month holding period prior to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements under the Securities Act. The Subscriber understands and hereby acknowledges that the Company is extremely limited and there is under no trading market for obligation to register any of the Warrants and that an active market may not develop for Securities under the Common Stock Securities Act or Warrants.any state securities or “blue sky” laws other than as set forth in Article V. 1.10. 1.10 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Common Stock, Warrants, and the Warrant Shares Securities that such securities Securities have not been registered under the Securities Act or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such securitiesSecurities. The legend to be placed on each certificate shall be in form substantially similar to the following: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED. REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR “BLUE SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED,.” 1.11. 1.11 The Subscriber understands that the Company will review this Agreement and is hereby given authority by the Subscriber to call Subscriber's ’s bank or place of employment or otherwise review the financial standing of the Subscriber; and it is further agreed that the Company in Company, at its sole discretion, reserve reserves the unrestricted right, without further documentation or agreement on the part of the Subscriber, to reject or limit any subscription, to accept subscriptions for fractional Units and to close the Offering to the Subscriber at any time and that the Company will issue stop transfer instructions to its transfer agent with respect to the Common Stock underlying the Common Stock and the Warrantssuch Securities. 1.12. 1.12 The Subscriber hereby represents that the address of the Subscriber furnished by Subscriber on the signature page hereof is the Subscriber's ’s principal residence if Subscriber is an individual or its principal business address if it is a corporation or other entity,. 1.13. 1.13 The Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the Units. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. 1.14. 1.14 If the Subscriber is a corporation, partnership, Limited Liability Companylimited liability company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and qualified to invest in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so. 1.15. 1.15 The Subscriber acknowledges that if he or she is a Registered Representative of an FINRA member firm, he or she must give such firm the notice required by the FINRA’s Rules of Fair Practice, receipt of which must be acknowledged by such firm in Section 7.3 below. 1.16 The Subscriber acknowledges that at such time, if ever, as the Common Stock, Warrants, or the Warrant Shares Securities are registered (as such term is defined in Article 5 hereof)registered, sales of the Common Stock, Warrants, and the Warrant Shares Securities will be subject to state securities laws. 1.16. 1.17 The Subscriber represents that the Subscriber has read and fully understands the risks associated with the Company and the Units. (a) The Subscriber agrees not to issue any public statement with respect to the Subscriber's ’s investment or proposed investment in the Company or the terms of any agreement or covenant between them and the Company without the Company's ’s prior written consent, except such disclosures as may be required under applicable law or under any applicable order, rule or regulation, 1.17. The Subscriber understands that the Units are being offered and sold in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the Company and the principals and controlling persons thereof are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings set forth herein in order to determine the applicability of such exemptions and the undersigned's suitability to acquire Units. 1.18. (b) The Company agrees not to disclose the names, addresses or any other information about the Subscribers, except as required by law. 1.19 The Subscriber agrees to hold the Company and its directors, officers, employees, affiliates, controlling persons and agents 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 (a) any sale or distribution of the Common Stock, Warrants, or the Warrant Shares Securities by the Subscriber in violation of the. the Securities Act or any applicable state securities or “blue sky” laws; or (b) any false representation or warranty oror any breach or failure by the Subscriber to comply with any covenant made by the Subscriber in this Agreement (including the Confidential Investor Questionnaire contained in Article VII herein) or any other document furnished by the Subscriber to any of the foregoing in connection with this transaction. 1.20 The Subscriber represents that neither the Subscriber or any affiliates of the Subscriber has an open short position in the common stock of the Company and the Subscriber agrees that, so long as any of the Securities remain outstanding the Subscriber will not enter into or effect any “short sales” (as such term is defined in Rule 3b-3 of the 0000 Xxx) of the Common Stock, or shares of common stock issuable upon conversion of the Debentures, or hedging transaction which establishes a net short position with respect to the Common Stock or shares of common stock issuable upon conversion of the Debentures.

SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY SUBSCRIBER. 1.1 Subject to the terms and conditions hereinafter set forth forth, the Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company such number of Units, the Shares for a price equal to $3,500,000 and the Company agrees to sell such Shares to the Subscriber as is set forth on the signature page hereof, at a price equal to $0.10 per Unitfor said purchase price. The purchase price is payable by wire transfer of immediately payable funds directly to the Company, contemporaneously with the execution and delivery of this Subscription Agreement. 1.1. The 1.2 This Subscriber recognizes that the purchase of the Units Shares involves a high degree of risk including, but not limited to, the following: in that (ai) the Company has not commenced operations and requires substantial funds in addition to the proceeds of the Offeringthis private placement; (bii) 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 UnitsCompany; (ciii) the Subscriber he may not be able to liquidate its his investment; (div) transferability of the Units, Common Stock, the Warrants, and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”) Shares is extremely limited; and (ev) in the event of a disposition, the Subscriber an investor could sustain the loss of its his entire investment; (f) . Such risks are more fully set forth in the Term Sheet furnished by the Company to the Subscriber. 1.3 The Subscriber hereby acknowledges that this offering of Shares has not paid any dividends since its inception been reviewed by the United States Securities and does not anticipate paying any dividends; and Exchange Commission (g"SEC") the Company may issue additional securities in the future which have rights and preferences that are senior to those because of the Common Stock. 1.2Company'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 Subscriber is an “accredited investor” as such term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under the Securities Act of 1933Shares are being purchased for his own account, as amended (the “Securities Act”), for investment and that the Subscriber is able not for distribution or resale to bear the economic risk of an investment in the Units. 1.3others. The Subscriber hereby acknowledges and represents agrees that (a) the Subscriber has knowledge and experience in business and financial matters, prior investment experience, or the Subscriber has employed the services of a “purchaser representative” (as defined in Rule 501 of Regulation D), attorney and/or accountant to read all of the documents furnished or made available by the Company both to the Subscriber and to all other prospective investors in the Units to evaluate the merits and risks of such an investment on the Subscriber's behalf; (b) the Subscriber recognizes the highly speculative nature of this investment; and (c) the Subscriber is able to bear the economic risk that the Subscriber hereby assumes. 1.4. The Subscriber hereby acknowledges receipt and careful review of this Agreement, the Company's filings with the Securities and Exchange Commission (“SEC”) including but he will not limited to the Form 10Q as filed on August 17, 2010, and the Form 8K as filed on June 4, 2010 and any documents which may have been made available upon request as reflected therein (collectively referred to as the “Offering Materials”) and hereby represents that the Subscriber has been furnished by the Company during the course of the Offering with all information regarding the Company, the terms and conditions of the Offering and any additional information that the Subscriber has requested or desired to know, and has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the Company and the terms and conditions of the Offering. (a) In making the decision to invest in the Units the Subscriber has relied solely upon the information provided by the Company in the Offering Materials. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Units hereunder. The Subscriber disclaims reliance on any statements made or information provided by any person or entity in the course of Subscriber's consideration of an investment in the Units other than the Offering Materials. (b) The Subscriber represents that (i) the Subscriber was contacted regarding the sale of the Units by the Company (or an authorized agent or representative thereof) and (ii) no Units were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 1.6. The Subscriber hereby represents that the Subscriber, either by reason of the Subscriber's business or financial experience or the business or financial experience of the Subscriber's professional advisors (who are unaffiliated with and not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly), has the capacity to protect the Subscriber's own interests in connection with the transaction contemplated hereby. 1.7. The Subscriber hereby acknowledges that the Offering has not been reviewed by the U.S. Securities and Exchange Commission (the “SEC”) nor any state regulatory authority since the Offering is intended to be exempt from the registration requirements of Section 5 of the Securities Act pursuant to Regulation D promulgated thereunder, The Subscriber understands that the Common Stock, Warrants, and the Warrant Shares have not been registered under the Securities Act or under any state securities or “blue sky” laws and agrees not to sell, pledge, assign sell or otherwise transfer or dispose of the Common Stock, Warrants, or the Warrant Shares such securities unless they are registered under the Securities Act and under any applicable state securities or “blue sky” laws or unless an and exemption from such registration is available. 1.8. 1.4 The Subscriber understands that the Common Stock, Warrants, and the Warrant Shares have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act that which depends, in part, upon the Subscriber's his investment intention. In this connection, the Subscriber hereby represents understands that it is the position of the SEC that the Subscriber is purchasing statutory basis for such exemption would not be present if his representation merely meant that his present intention was to hold such securities for a short period, such as the Units capital gains period of tax statutes, for the Subscriber's own account a deferred sale, for investment and not with a view toward the resale market rise, assuming that a market develops, or distribution to othersfor any other fixed period. The SubscriberSubscriber realizes that, if in the view of the SEC, a purchase now with an entityintent to resell would represent a purchase with an intent inconsistent with his representation to the Company, further represents that it was and the SEC might regard such a sale or disposition as a deferred sale to which such exemptions are not formed for the purpose of purchasing the Unitsavailable. 1.9. 1.5 The Subscriber understands that there is trading no public market for the Common Stock is extremely limited and there is no trading market for the Warrants and that an active market may not develop for the Common Stock or Warrants. 1.10Shares. The Subscriber consents to the placement of understands that even if a legend on any certificate or other document evidencing public market develops for the Common Stock, Warrants, and Rule 144 (the Warrant Shares that such securities have not been registered "Rule") promulgated under the Securities Act or any state securities or “blue sky” laws and setting forth or referring requires, among other conditions, a two year holding period prior to the restrictions on transferability and sale thereof contained resale (in this Agreement. The Subscriber is aware that limited amounts) of securities acquired in a non-public offering without having to satisfy the Company will make a notation in its appropriate records with respect to registration requirements under the restrictions on the transferability of such securities. The legend to be placed on each certificate shall be in form substantially similar to the following: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED. UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR “BLUE SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED,” 1.11Act. The Subscriber understands that the Company will review this Agreement and 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 hereby given authority required by the Subscriber to call Subscriber's bank or place of employment or otherwise review the financial standing Rule as one of the Subscriber; and it is further agreed that the Company in conditions of its sole discretion, reserve the unrestricted right, without further documentation or agreement on the part of the Subscriber, to reject or limit any subscription, to accept subscriptions for fractional Units and to close the Offering to the Subscriber at any time and that the Company will issue stop transfer instructions to its transfer agent with respect to the Common Stock underlying the Common Stock and the Warrants. 1.12. The Subscriber hereby represents that the address of the Subscriber furnished by Subscriber on the signature page hereof is the Subscriber's principal residence if Subscriber is an individual or its principal business address if it is a corporation or other entity, 1.13. The Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the Units. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. 1.14. If the Subscriber is a corporation, partnership, Limited Liability Company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and qualified to invest in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so. 1.15. The Subscriber acknowledges that at such time, if ever, as the Common Stock, Warrants, or the Warrant Shares are registered (as such term is defined in Article 5 hereof), sales of the Common Stock, Warrants, and the Warrant Shares will be subject to state securities laws. 1.16. The Subscriber agrees not to issue any public statement with respect to the Subscriber's investment or proposed investment in the Company or the terms of any agreement or covenant between them and the Company without the Company's prior written consent, except such disclosures as may be required under applicable law or under any applicable order, rule or regulation, 1.17availability. The Subscriber understands that the Units are being offered and sold in reliance on specific exemptions from the registration requirements of federal and state securities laws and hereby acknowledges that the Company and is under no obligation to register the principals and controlling persons thereof are relying upon securities comprising the truth and accuracy Shares under the Act, with the exception of certain registration rights set forth in Article IV herein. The Subscriber consents that the Company may, if it desires, permit the transfer of the representations, warranties, agreements, acknowledgments, securities comprising the Shares out of his name only when 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 understandings set forth herein in order subject to determine the applicability provisions of such exemptions and the undersigned's suitability to acquire Units. 1.18Section 1.9 hereof. The Subscriber agrees to hold the Company and its directors, officers, employees, affiliates, officers and controlling persons and agents 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 (a) any misrepresentations made by him contained herein or any sale or distribution of the Common Stock, Warrants, or the Warrant Shares by the undersigned Subscriber in violation of theany Securities Laws. 1.6 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. 1.7 The Subscriber agrees to execute a lock-up agreement with the underwriter in connection with any IPO similar in duration and terms as that executed by the Founders (as defined below). Securities Act or any applicable state securities or “blue sky” laws; or (b) any false representation or warranty orThe Company will use its best efforts to insure that no Founder shall have its shares released from such lock-up prior to the release of shares by Founder.

SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY SUBSCRIBER. 1.1. Subject to the terms and conditions hereinafter set forth the forth, Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company such number of Units, and the Company agrees to sell such number of Units to the Subscriber Subscriber, as is set forth on upon the signature page hereofhereof against payment made by personal or business check, or money order made payable to "Xxxxx Fargo Bank" (the "Escrow Agent"), F/B/O [Subscriber]," at a price equal to $0.10 per Unitthe address set forth in Section 3.2, contemporaneously with the execution and delivery of this Agreement. The purchase price is payable Subscribers may also pay by wire transfer of immediately payable available funds directly to: Xxxxx Fargo Bank, NA San Francisco, CA ABA # 000000000 Credit: Corporate Trust Clearing Acct #0000000000 FCC: Gentium S.p.A. Subscription Esc Attn: Xxxxxx Xxxxx at 000-000-0000 [ ] [Subscriber] The Escrow Agent shall accept and hold in escrow all such funds so received by it in a special account established by the Company pursuant to an escrow agreement attached hereto as Exhibit A (the Company"Escrow Agreement") between the Company and the Escrow Agent. The Escrow Agent shall release all funds received from Subscribers under the terms and conditions set forth in the Escrow Agreement. The Notes and the Warrants (in the form attached hereto), will be delivered by the Company within 10 days following the applicable Closing (as defined in Section 3.1 below) of the Offering as set forth in Article III hereof. 1.11.2. The Subscriber recognizes that the purchase of the Units Securities involves a high degree of risk including, but not limited to, the following: (a) the Company requires funds in addition to the proceeds of the Offering; (bi) an investment in the Company is highly speculative, and only investors who can afford the loss of their entire investment should consider investing in the Company and the UnitsSecurities; (cii) the Subscriber may not be able to liquidate his, her or its investment; (diii) transferability of the Units, Common Stock, the Warrants, and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”) Securities is extremely limited; (eiv) in the event of a dispositiondisposition of the Securities, the Subscriber could sustain the loss of his, her or its entire investment; (fv) the risks described in the Private Placement Memorandum (as defined below); and (vi) the Company has not paid any dividends on its Common Stock since its inception and does not anticipate paying any dividends; and (g) the Company may issue additional securities payment of dividends in the future which have rights and preferences that are senior to those of the Common Stockforeseeable future. 1.21.3. The Subscriber represents that the Subscriber is an “"accredited investor” " as such term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under the Securities Act of 1933Act, as amended (indicated by the “Securities Act”), and that Subscriber's responses to the questions contained in ARTICLE VI hereof. If the Subscriber is a natural person, the Subscriber has reached the age of majority in the state or other jurisdiction in which the Subscriber resides. In addition, the Subscriber represents that such Subscriber has adequate means of providing for the Subscriber's current financial needs and contingencies, is able to bear the substantial economic risk risks of an investment in the UnitsSecurities for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment. In addition, the Subscriber represents that on each date that the Subscriber exercises any portion of the Warrant or, if applicable, converts any portion of the Note, the Subscriber will be an "accredited investor." 1.31.4. The Subscriber hereby acknowledges and represents that (ai) the Subscriber has knowledge and experience in business and financial matters, prior investment experience, including investment in securities which are non-listed, unregistered and/or not traded on the Nasdaq National or SmallCap Market, a national stock exchange or on the National Association of Securities Dealers, Inc. (the "NASD") automated quotation system for actively traded stocks ("Nasdaq"), or the Subscriber has employed the services of a “purchaser representative” (as defined in Rule 501 of Regulation D)an investment advisor, attorney and/or accountant to read all of the documents furnished or made available by the Company both to the Subscriber and to all other prospective investors in the Units and to evaluate the merits and risks of such an investment on the Subscriber's behalf; (bii) the Subscriber recognizes the highly speculative nature of this investment; and (ciii) the Subscriber is able to bear the economic risk that which the Subscriber hereby assumes. 1.41.5. The Subscriber hereby acknowledges receipt that it has been furnished with, or has had an opportunity to acquire and careful review of this Agreementcarefully review, the Company's filings with Confidential Private Placement Memorandum describing the Securities terms of the Offering, dated September 3, 2004, as supplemented by the Amendments, dated October 1, 2004 and Exchange Commission October 8, 2004 (“SEC”) including but not limited to together, the Form 10Q as filed on August 17, 2010, and the Form 8K as filed on June 4, 2010 and any documents which may have been made available upon request as reflected therein (collectively referred to as the “Offering Materials”) and hereby "Private Placement Memorandum"). The Subscriber further represents that the Subscriber has been furnished by the Company during the course of the Offering this transaction with all information regarding the CompanyCompany which the Subscriber, the terms and conditions of the Offering and any additional information that the Subscriber its investment advisor, attorney and/or accountant has requested or desired to know, and has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the Company and the terms and conditions of the Offering, and has received any additional information which the Subscriber has requested. This Subscription Agreement, including the Note, the Warrant, the Investors' Rights Agreement and the Private Placement Memorandum are collectively referred to herein as the "Offering Documents." (a) In making the decision to invest in the Units the The Subscriber has relied solely upon the information provided by the Company in making the decision to invest in the Units. The Subscriber is familiar with and understands the terms of the Offering, including the rights to which the Subscriber is entitled under this Agreement, the Note, the Warrant, the Investors' Rights Agreement. The Subscriber has been furnished with and has carefully read the Offering MaterialsDocuments. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representation or other information (whether oral or written) from the Company, or any agent, employee or affiliate of the Company or any other third party other than as set forth in the Offering Documents and the results of Subscriber's own independent investigation. To the extent necessary, the Subscriber has retained, at his/its own sole expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Units hereunder. The Subscriber disclaims reliance on any statements made or information provided by any person or entity in the course of Subscriber's consideration of an investment in the Units other than the Offering Materials. (b) The Subscriber represents that (i) the Subscriber was contacted regarding the sale of the Units by the Company (or an authorized agent or representative thereof) and (ii) no Units Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, therewith the Subscriber did not not: (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, radio whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 1.61.7. The Subscriber hereby represents that the Subscriber, either by reason of the Subscriber's business or financial experience or the business or financial experience of the Subscriber's professional advisors (who are unaffiliated with with, and who are not compensated by by, the Company or any affiliate or selling agent of the Company, including the Maxim Group LLC and I-Bankers Securities, Inc. (collectively, the "Placement Agents"), or any selected dealers, directly or indirectly), has the capacity to protect the Subscriber's own interests in connection with the transaction contemplated hereby. The Subscriber acknowledges that the Placement Agents are acting as placement agents for the Units being offered hereby and will be compensated by the Company for acting in such capacity. The Subscriber further acknowledges that the Placement Agents have acted solely as agents of the Company in connection with the offering of the Units by the Company, that the information and data provided to the Subscriber in connection with the transactions contemplated hereby have not been subjected to independent verification by the Placement Agents, and that the Placement Agents make no representation or warranty with respect to the accuracy or completeness of such information, data or other related disclosure material. 1.71.8. The Subscriber hereby acknowledges that the Offering has not been reviewed by the U.S. United States Securities and Exchange Commission (the “"SEC”" or the "Commission") nor or any state securities regulatory authority or other governmental body or agency, since the Offering is intended to be exempt from the registration requirements of Section 5 of the Securities Act pursuant to Regulation D D, and/or the provisions of Regulation S, promulgated thereunder, under the Act. The Subscriber understands that the Common Stock, Warrants, and the Warrant Shares have shall not been registered under the Securities Act or under any state securities or “blue sky” laws and agrees not to sell, pledge, assign sell or otherwise transfer or dispose of the Common Stock, Warrants, or the Warrant Shares Securities unless they are registered under the Securities Act and under any applicable state securities or “blue sky” laws or unless an exemption from such registration is available. The Subscriber understands that if required by the laws or regulations or any applicable jurisdictions, the Offering contemplated hereby will be submitted to the appropriate authorities of such state(s) for registration of exemption therefrom. 1.81.9. The Subscriber understands that the Common Stock, Warrants, and the Warrant Shares Securities have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act that which depends, in part, upon the Subscriber's investment intention. In this connection, the Subscriber hereby represents that the Subscriber is purchasing the Units Securities for the Subscriber's own account for investment purposes only and not with a view toward the resale or distribution to othersothers and has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the Securities to any other person. The Subscriber, if an entity, further also represents that it was not formed for the purpose of purchasing the UnitsSecurities. 1.91.10. The Subscriber understands that there Rule 144 promulgated under the Act ("Rule 144") requires, among other conditions, a one-year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements under the Act. The Subscriber understands and hereby acknowledges that the Company is trading market for under no obligation to register any of the Common Stock is extremely limited Securities under the Act or any state securities or "blue sky" laws or assist the Subscriber in obtaining an exemption from various registration requirements, other than as set forth in the Investors' Rights Agreement. The Subscriber agrees to hold the Company and there is no trading market for its directors, officers, employees, controlling persons and agents (including the Warrants Placement Agents and that an active market may not develop for their officers, directors, employees, counsel, controlling persons and agents) 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 (i) any misrepresentation made by the Common Stock Subscriber contained in this Agreement (including the Confidential Investor Questionnaire contained in ARTICLE VI herein), (ii) any sale or Warrantsdistribution by the Subscriber in violation of the Act or any applicable state securities or "blue sky" laws or (iii) any untrue statement of a material fact made by the Subscriber and contained herein. 1.101.11. The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Common StockSecurities substantially as set forth below, Warrants, and the Warrant Shares that such securities Securities have not been registered under the Securities Act or any state securities or “"blue sky” " laws and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such securitiesthe Securities. The legend to be placed on each certificate shall be in form substantially similar to the following: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED. REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “"ACT”) "), OR ANY STATE SECURITIES OR “BLUE SKY LAWS,” LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERREDPLEDGED, ASSIGNEDASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, PLEDGED OR HYPOTHECATED ABSENT (2) ISSUER RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO ISSUER, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION THEREOF STATEMENT UNDER SUCH THE ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED,”APPLICABLE STATE SECURITIES LAWS. 1.111.12. The Subscriber understands that agrees to supply the Company, within five (5) days after the Subscriber receives the request therefor from the Company, with such additional information concerning the Subscriber as the Company will review this Agreement and is hereby given authority by the Subscriber to call Subscriber's bank deems necessary or place of employment or otherwise review the financial standing of the Subscriber; and it is further agreed that the Company in its sole discretion, reserve the unrestricted right, without further documentation or agreement on the part of the Subscriber, to reject or limit any subscription, to accept subscriptions for fractional Units and to close the Offering to the Subscriber at any time and that the Company will issue stop transfer instructions to its transfer agent with respect to the Common Stock underlying the Common Stock and the Warrantsadvisable. 1.121.13. The Subscriber hereby represents that the address of the Subscriber furnished by Subscriber on the signature page hereof is the Subscriber's principal residence if Subscriber is an individual or its principal business address if it is a corporation or other entity,. 1.131.14. The Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwise) to execute execute, deliver, and deliver perform this Agreement and to purchase the UnitsSecurities. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. 1.141.15. If the Subscriber is a corporation, partnership, Limited Liability Companylimited liability company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, entity (a) it is authorized and qualified to invest become an investor in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so. 1.15. The Subscriber acknowledges that at such timeso and (b) it is duly organized, if ever, as validly existing and in good standing under the Common Stock, Warrants, or the Warrant Shares are registered (as such term is defined in Article 5 hereof), sales laws of the Common Stock, Warrants, and the Warrant Shares will be subject to state securities lawsjurisdiction of its organization. 1.16. The Subscriber agrees not to issue any public statement with respect to acknowledges that if he or she is a Registered Representative of an NASD member firm, he or she must give such firm the Subscriber's investment or proposed investment in the Company or the terms of any agreement or covenant between them and the Company without the Company's prior written consent, except such disclosures as may be notice required under applicable law or under any applicable order, rule or regulation, 1.17. The Subscriber understands that the Units are being offered and sold in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the Company and the principals and controlling persons thereof are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings set forth herein in order to determine the applicability of such exemptions and the undersigned's suitability to acquire Units. 1.18. The Subscriber agrees to hold the Company and its directors, officers, employees, affiliates, controlling persons and agents 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 (a) any sale or distribution of the Common Stock, Warrants, or the Warrant Shares by the Subscriber NASD Rules of Fair Practice, receipt of which must be acknowledged by such firm in violation of the. Securities Act or any applicable state securities or “blue sky” laws; or (b) any false representation or warranty orSection 6.4 below.

SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY SUBSCRIBER. 1.1 Subject to the terms and conditions hereinafter set forth forth, the Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company such the number of UnitsUnits set forth upon the signature page hereof at a price equal to $3.20 per Unit, and the Company agrees to sell to the Subscriber as is set forth on the signature page hereof, at a price equal to $0.10 per Unitsuch number of Units for said purchase price. Subscriptions will be accepted only for an even number of Units - no fractional Warrants will be issued. The purchase price is payable by (i) check made payable to Symbollon Pharmaceuticals, Inc., or (ii) wire transfer in accordance with the wire transfer instructions set forth above, contemporaneously with the execution and deliv-ery of immediately payable funds directly this Sub-scription Agreement. The Subscriber understands however, that this pur-chase of Securities is contin-gent upon the Company acceptance of the subscription. This subscription is submitted to the CompanyCompany in accordance with and subject to the terms and conditions described in this Agreement and the Memorandum. 1.1. 1.2 The Subscriber recognizes that the purchase of the Units Securities involves a high degree of risk including, but not limited to, the following: in that (ai) the Company has had only limited operations, minimal revenues and requires sub-stantial funds in addition to the proceeds of the Offering; this private place-ment, (bii) an investment in the Company is highly speculative, speculative and only investors inves-tors who can afford the loss of their entire investment should consider investing in the Company and the Units; Securities, (ciii) the Subscriber he may not be able to liquidate its his investment; (div) transferability of the UnitsSecurities is extremely limited; and (v) in the event of a disposi-tion, an investor could sustain the loss of his entire investment. 1.3 The Subscriber represents that he 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 his responses to the Accredited Investor Ques-tion-naire, and that he is able to bear the economic risk of an investment in the Securities. 1.4 The Subscriber acknowledges that he has prior investment experience, including investment in non-listed and non-registered securities, or he has employed the services of an investment advisor, attorney or accountant to read all of the documents furnished or made available by the Company both to him and to all other prospective investors in the Securities and to evalu-ate the merits and risks of such an investment on his behalf, and that he recognizes the highly specu-lative nature of this invest-ment. 1.5 The Subscriber acknowledges receipt and careful review of the Memorandum (which includes certain Risks Factors relating to the Company and this Offer-ing), the Company's Annual Report on Form 10-KSB for the year ended December 31, 2005, the Quarterly Report on Form 10-QSB for the period ended June 30, 2006 and a Proxy State-ment for the 2006 annual meeting of stock-holders of the Company (collectively, the "Offering Documents"), and hereby rep-resents that he has been furnished by the Company during the course of this transaction with all information regarding the Company which he had requested or desired to know, that all docu-ments which could be reasonably provided have been made available for his inspec-tion and review; and that such information and docu-ments have, in his opinion, afforded the Subscriber with all of the same infor-ma-tion that would be provided him in a registra-tion statement filed under the Act; that he has been afforded the opportunity to ask questions of and receive answers from duly authorized offi-cers or other representatives of the Company con-cerning the terms and con-di-tions of the Offering, and any addi-tional information which he had requested. 1.6 The Subscriber hereby acknowledges that this Offering has not been reviewed by the United States Securities and Exchange Commission ("SEC") because of the Com-pany's repre-sentations that this is intended to be a nonpublic offering pur-suant to Section 4(2) of the Act. The Sub-xxxxxxx repre-sents that the Securities are being purchased for his own account, for investment and not for distribution or resale to others. The Subscriber agrees that he will not sell or other-wise transfer such securi-ties unless they are registered under the Act or unless an exemp-tion from such registration is available. 1.7 The Subscriber understands that the shares of Common Stock, the Warrants, and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”) is extremely limited; (e) shares of Common Stock sold in the event Offering and the shares of a disposition, the Subscriber could sustain the loss of its entire investment; (f) the Company has not paid any dividends since its inception and does not anticipate paying any dividends; and (g) the Company may issue additional securities in the future which have rights and preferences that are senior to those Common Stock issuable upon exercise of the Common Stock. 1.2. The Subscriber represents that the Subscriber is an “accredited investor” as such term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and that the Subscriber is able to bear the economic risk of an investment in the Units. 1.3. The Subscriber hereby acknowledges and represents that (a) the Subscriber has knowledge and experience in business and financial matters, prior investment experience, or the Subscriber has employed the services of a “purchaser representative” (as defined in Rule 501 of Regulation D), attorney and/or accountant to read all of the documents furnished or made available by the Company both to the Subscriber and to all other prospective investors in the Units to evaluate the merits and risks of such an investment on the Subscriber's behalf; (b) the Subscriber recognizes the highly speculative nature of this investment; and (c) the Subscriber is able to bear the economic risk that the Subscriber hereby assumes. 1.4. The Subscriber hereby acknowledges receipt and careful review of this Agreement, the Company's filings with the Securities and Exchange Commission (“SEC”) including but not limited to the Form 10Q as filed on August 17, 2010, and the Form 8K as filed on June 4, 2010 and any documents which may have been made available upon request as reflected therein (Warrants collectively shall be referred to as the “Offering MaterialsShares”) and hereby represents that the Subscriber has been furnished by the Company during the course of the Offering with all information regarding the Company, the terms and conditions of the Offering and any additional information that the Subscriber has requested or desired to know, and has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the Company and the terms and conditions of the Offering. (a) In making the decision to invest in the Units the Subscriber has relied solely upon the information provided by the Company in the Offering Materials. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Units hereunder. The Subscriber disclaims reliance on any statements made or information provided by any person or entity in the course of Subscriber's consideration of an investment in the Units other than the Offering Materials. (b) The Subscriber represents that (i) the Subscriber was contacted regarding the sale of the Units by the Company (or an authorized agent or representative thereof) and (ii) no Units were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 1.6. The Subscriber hereby represents that the Subscriber, either by reason of the Subscriber's business or financial experience or the business or financial experience of the Subscriber's professional advisors (who are unaffiliated with and not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly), has the capacity to protect the Subscriber's own interests in connection with the transaction contemplated hereby. 1.7. The Subscriber hereby acknowledges that the Offering has not been reviewed by the U.S. Securities and Exchange Commission (the “SEC”) nor any state regulatory authority since the Offering is intended to be exempt from the registration requirements of Section 5 of the Securities Act pursuant to Regulation D promulgated thereunder, The Subscriber understands that the Common Stock, Warrants, and the Warrant Shares have not been registered under the Securities Act or under any state securities or “blue sky” laws and agrees not to sell, pledge, assign or otherwise transfer or dispose of the Common Stock, Warrants, or the Warrant Shares unless they are registered under the Securities Act and under any applicable state securities or “blue sky” laws or unless an exemption from such registration is available. 1.8. The Subscriber understands that the Common Stock, Warrants, and the Warrant Shares have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act that which depends, in part, upon the Subscriber's his investment intentioninten-tion. In this connection, the Subscriber hereby represents under-stands that it is the position of the SEC that the statutory basis for such exemption would not be present if his repre-senta-tion merely meant that 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 fixed period. The Sub-xxxxxxx realizes that, in the view of the SEC, a purchase now with an intent to resell would repre-sent a purchase with an intent inconsistent with his represen-ta-tion to the Company, and the SEC might regard such a sale or disposition as a deferred sale to which such exemptions are not available. 1.8 The Subscriber is purchasing understands that Rule 144 (the Units for "Rule") promul-gated under the Subscriber's own account for investment and not with Act requires, among other condi-tions, a view toward one-year holding period prior to the resale or distribution (in limited amounts) of securities acquired in a non-public offer-ing without having to others. The Subscriber, if an entity, further represents that it was not formed for satisfy the purpose of purchasing registration requirements under the Units. 1.9Act. The Subscriber understands that the Company makes no representa-tion or warranty regarding its fulfillment in the future of any reporting requirements under the Secu-rities 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 availabil-ity. The Subscriber understands and hereby acknowledges that the Com-pany is under no obligation (and does not intend) to register the Warrants under the Act, and is under no obligation to register the Shares under the Act except as set forth in Article IV herein. The Subscriber consents that the Company may, if it desires, permit the transfer of the Shares out of his name only when 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"). The Sub-xxxxxxx agrees to hold the Company and its direc-tors, officers and con-trolling per-sons and their respec-tive heirs, representatives, suc-cessors and assigns harmless and to indemnify them against all liabili-ties, costs and expenses incurred by them as a result of any misrepresentation made by the Subscriber contained herein or in the Selling Securityholder Questionnaire and Accredited Investor Questionnaire or any sale or distribution by the undersigned Sub-xxxxxxx in violation of any Secu-ri-ties Laws. 1.9 Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, certificates evidencing the Shares shall not contain any legend (including the legends referenced below in Section 1.11), (i) while a registration statement (including the Registration Statement) covering the resale of such security is effective under the Act, or (ii) following any sale of such Shares pursuant to the Rule, or (iii) if such Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). Subject to the conditions set forth in Section 1.10 below and the indemnification set forth in Section 4.4 below, if all or any portion of a Warrant is exercised at a time when there is trading market for an effective registration statement to cover the Common Stock is extremely limited and there resale of the Shares underlying such Warrant, such Shares shall be issued free of all legends. The Company agrees that following the effectiveness of the Registration Statement or at such time as such legend is no trading market longer required under this Section 1, it will, no later than three Trading Days following the delivery by a Subscriber to the Company or the Company’s transfer agent of a certificate representing Shares, as the case may be, issued with a restrictive legend, deliver or cause to be delivered to such Subscriber a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. Certificates for Securities subject to legend removal hereunder shall be transmitted by the Warrants transfer agent of the Company to the Subscribers by crediting the account of the Subscriber’s prime broker with the Depository Trust Company System. 1.10 Each Subscriber, severally and not jointly with the other Subscribers, agrees that the removal of the restrictive legend from certificates representing Securities as set forth in this Section is predicated upon the Subscriber not being an Affiliate of the Company and the Company’s reliance that the Subscriber will sell any Securities pursuant to either the registration requirements of the Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein. Each Subscriber, severally and not jointly with the other Subscribers, acknowledges that the Company’s agreement hereunder to remove all legend from Shares contemplated under this Section 1 is not an active market may not develop for the Common Stock affirmative statement or Warrantsrepresentation that such Shares are freely tradable. 1.10. 1.11 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Common Stock, Warrants, and the Warrant Shares Securities stating that such securities they have not been registered regis-tered under the Securities Act or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such securities. The legend to be placed on each certificate shall be in form substantially similar to the following: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED. UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR “BLUE SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED,”thereof. 1.11. 1.12 The Subscriber understands that the Company will review this Agreement Subscription Agreement, the Selling Securityholder Questionnaire and Accredited Investor Questionnaire and is hereby given authority by the Subscriber undersigned to call Subscriber's his bank or place of employment or otherwise review the financial standing of the Subscriber; and it is further agreed that the Company in its sole discretion, reserve reserves the unrestricted right, without further documentation or agreement on the part of the Subscriber, right to reject or limit any subscription, to accept subscriptions for fractional Units sub-scription and to close the Offering to the Subscriber offer at any time and that the Company will issue stop transfer instructions to its transfer agent with respect to the Common Stock underlying the Common Stock and the Warrantstime. 1.12. 1.13 The Subscriber hereby represents that the address of the Subscriber furnished by Subscriber on him at the signature page hereof end of this Subscription Agreement is the Subscriberundersigned's principal residence if Subscriber he is an individual or its principal business address if it is a corporation corpora-tion or other entity,. 1.13. 1.14 The Subscriber acknowledges that if he is a Regis-tered Repre-sentative of an NASD member firm, he must give such firm the notice required by the NASD's Rules of Fair Practice, receipt of which must be acknowledged by such firm on the signa-ture page hereof. 1.15 The Subscriber hereby represents that that, except as set forth in the Offering Documents, no representations or war-ranties have been made to the Subscriber has full power and authority by the Company or any agent (corporateincluding, statutory and otherwise) to execute and deliver this Agreement and to purchase the Units. This Agreement constitutes the legalwithout limitation, valid and binding obligation any placement agent or syndicate participant), employee or affiliate of the Company and in entering into this transaction, the Sub-xxxxxxx is not relying on any informa-tion, other than that contained in the Offering Documents and the results of inde-pendent investigation by the Subscriber, enforceable against the Subscriber in accordance with its terms. 1.14. 1.16 If the Subscriber is a corporationGeorgia resident, partnership, Limited Liability Company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other taxthe Sub-exempt entity, it is authorized and qualified to invest in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so. 1.15. The Subscriber xxxxxxx hereby acknowledges that at such time, if ever, as the Common Stock, Warrants, or the Warrant Shares are registered (as such term is defined in Article 5 hereof), sales of the Common Stock, Warrants, and the Warrant Shares will be subject to state securities laws. 1.16. The Subscriber agrees not to issue any public statement with respect to the Subscriber's investment or proposed investment in the Company or the terms of any agreement or covenant between them and the Company without the Company's prior written consent, except such disclosures as may be required under applicable law or under any applicable order, rule or regulation, 1.17. The Subscriber understands that the Units are being offered and Securities have been sold in reliance on specific exemptions from the registration requirements Paragraph (13) of federal and state securities laws and that the Company and the principals and controlling persons thereof are relying upon the truth and accuracy Code Section 10-5-9 of the representationsGeorgia Securities Act of 1973. 1.17 If the Subscriber is a Florida resident, warrantiesthe Subscriber may have the right, agreementsto the extent provided in Section 517.061(11)(a)(5) of the Florida Securities Act, acknowledgmentsto withdraw his subscription for the purchase and receive a full refund of all monies paid. Such right of withdrawal may be exercised prior to the expiration of three business days after the later to occur of (A) payment of the purchase has been made to Symbollon or its agent or (B) communication of the right of withdrawal to the Florida resident. Withdrawal will be without any further liability to any person. To accomplish this withdrawal, and understandings a Subscriber need only send a letter or telegram to Symbollon at our address set forth herein indicating his intention to withdraw. Such letter or telegram should be set and postmarked prior to the end of the aforementioned third business day. It is advisable to send such letter by certified mail, return receipt requested, to ensure that it is received and also to evidence the time it was mailed. If the request is made orally, in order person or by telephone to determine an officer of Symbollon, a written confirmation that the applicability of such exemptions and the undersigned's suitability to acquire Unitsrequest has been received should be requested. 1.181.18 The Company may pay brokerage commissions, finders’ fees and/or similar compensation to certain third parties (the “Placement Agents” or “Agents”) of up to a 8.0% cash compensation and Warrants equal to 20.0% of the shares of Common Stock issued (the “Placement Agent Warrants”). The Subscriber agrees to hold the Company and its directors, officers, employees, affiliates, controlling persons and agents 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 (a) Agents did not prepare any sale or distribution of the Common Stock, Warrants, or information to be delivered to prospective investors in connection with the Warrant Shares by the Subscriber in violation of the. Securities Act or Offering and do not make any applicable state securities or “blue sky” laws; or (b) any false representation or warranty orconcerning the accuracy or completeness of such information. Prospective investors are advised to conduct their own review of the business, properties and affairs of the Company before subscribing to purchase Securities.

SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY SUBSCRIBER. 1.1 Subject to the terms and conditions hereinafter set forth forth, the Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company such number of Units, Units as is set forth upon the signature page hereof at a price equivalent to $100,000 per Unit and the Company agrees to sell such Units to the Subscriber as is for said purchase price. The terms of the Warrants are set forth on in the signature page hereof, at a price equal form of Warrant to $0.10 per UnitPurchase Common Stock attached as an exhibit to the Confidential Private Placement Memorandum (the "Memorandum"). The purchase price is payable by personal or business check, wire transfer of immediately available funds or money order made payable funds directly to "NatWest Bank, USA, Escrow Agent F/B/O Xytronyx, Inc." contemporaneously with the execution and delivery of this Agreement. The certificates for shares of Common Stock and the Warrants constituting the Units will be delivered by the Company in accordance with the terms set forth in Article III, Section 3.2 hereof. The Subscriber understands, however, that the purchase of Units is contingent upon the acceptance of this Subscription Agreement by the Company and sales (against cleared funds) of at least 10 Units prior to the CompanyTermination Date as defined in Article III, Section 3.1 hereof. 1.11.2 The Subscriber hereby acknowledges receipt of the Memorandum and that the Subscriber has carefully reviewed the Memorandum. The Subscriber recognizes that the purchase of the Units involves a high degree of risk including, but not limited to, the following: in that (ai) the Company requires remains a development stage business with limited operating history and may require substantial funds in addition to the proceeds of the Offering; (bii) 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 Units; (ciii) the Subscriber may not be able to liquidate its his investment; (div) transferability of the Units, Common Stock, Securities underlying the Warrants, and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”) Units is extremely limited; and (ev) in the event of a disposition, the Subscriber could sustain the loss of its his entire investment; (f) , as well as the Company has not paid any dividends since its inception and does not anticipate paying any dividends; and (g) the Company may issue additional securities other risk factors set forth in the future which have rights and preferences that are senior to those of the Common StockMemorandum. 1.2. 1.3 The Subscriber represents that the Subscriber is an “"accredited investor” " as such term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Securities "Act”"), as indicated by his responses to the questions contained in Article VII hereof, and that the Subscriber is able to bear the economic risk of an investment in the Units. 1.3. 1.4 The Subscriber hereby acknowledges and represents that (ai) the Subscriber has knowledge and experience in business and financial matters, prior investment experience, including investment in non-listed and unregistered securities, or the Subscriber has employed the services of a “purchaser representative” (as defined in Rule 501 of Regulation D)an investment advisor, attorney and/or accountant to read all of the documents furnished or made available by the Company both to the Subscriber and to all other prospective investors in the Units and to evaluate the merits and risks of such an investment on the Subscriber's behalf; and (bii) the Subscriber recognizes the highly speculative nature of this investment; and (c) the Subscriber is able to bear the economic risk that the Subscriber hereby assumes. 1.4. The Subscriber hereby acknowledges receipt and careful review of this Agreement, the Company's filings with the Securities and Exchange Commission (“SEC”) including but not limited to the Form 10Q as filed on August 17, 2010, and the Form 8K as filed on June 4, 2010 and any documents which may have been made available upon request as reflected therein (collectively referred to as the “Offering Materials”) and hereby represents that the Subscriber has been furnished by the Company during the course of the Offering with all information regarding the Company, the terms and conditions of the Offering and any additional information that the Subscriber has requested or desired to know, and has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the Company and the terms and conditions of the Offering. (a) In making the decision to invest in the Units the Subscriber has relied solely upon the information provided by the Company in the Offering Materials. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Units hereunder. The Subscriber disclaims reliance on any statements made or information provided by any person or entity in the course of Subscriber's consideration of an investment in the Units other than the Offering Materials. (b) The Subscriber represents that (i) the Subscriber was contacted regarding the sale of the Units by the Company (or an authorized agent or representative thereof) and (ii) no Units were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 1.6. 1.5 The Subscriber hereby represents that the Subscriber, Subscriber either (i) has a preexisting personal or business relationship with the Company or its respective officers or directors or (ii) by reason of the Subscriber's business or financial experience or the business or financial experience of the Subscriber's professional advisors (who are unaffiliated with and who are not compensated by the Company or of any affiliate or selling agent of the Company, including the Placement Agent, directly or indirectly), ) has the capacity to protect the Subscriber's own interests interest in connection connections with the transaction contemplated hereby. 1.7. 1.6 The Subscriber hereby represents that (i) Subscriber has been furnished by the Company during the course of this transaction with all information regarding the Company which Subscriber has requested or desired to know; (ii) 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 (iii) Subscriber has received any additional information which Subscriber has requested. 1.7 The Subscriber hereby acknowledges that the Offering offering of Units and the Securities underlying such Units has not been reviewed by the U.S. United States Securities and Exchange Commission (the “SEC”"Commission") nor or any state regulatory authority authority, since the Offering is intended to be exempt from the registration requirements of Section 5 of the Securities Act pursuant to Regulation D promulgated thereunder, under the Act. The Subscriber understands agrees that the Common Stock, Warrants, and the Warrant Shares have Subscriber will not been registered under the Securities Act or under any state securities or “blue sky” laws and agrees not to sell, pledge, assign sell or otherwise transfer or dispose of the Common Stock, Warrants, or the Warrant Shares Securities unless they are registered under the Securities Act and under any applicable state securities or “blue sky” laws or unless an exemption from such registration is availableavailable and until such Subscriber complies with the transfer restrictions set forth in Section 1.9 hereof. 1.8. 1.8 The Subscriber understands that the Common Stock, Warrants, and the Warrant Shares have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act that depends, in part, upon the Subscriber's investment intention. In this connection, the Subscriber hereby represents that the Subscriber is purchasing the Units for the Subscriber's own account for investment and not with a view toward the resale or distribution to others. of the Units, the underlying Common Stock or the Warrants. 1.9 The Subscriber, if an entity, further represents Subscriber understand that it was not formed even though a public market exists for the purpose Common Stock, Rule 144 ("Rule 144") promulgated under the Act requires, among other conditions, a two-year holding period prior to the resale (in limited amounts) of purchasing securities acquired in a non-public offering without having to satisfy the Units. 1.9registration requirements under the Act. The Subscriber understands consents that there the Company may, if it desires, permit the transfer of its Securities, subject to the provisions of applicable law, out of Subscriber's name only when his request for transfer is trading market for accompanied by an opinion of counsel reasonable satisfactory to the Common Stock is extremely limited Company that neither the sale nor the proposed transfer results in a violation of the Act or any applicable state securities or "blue sky" laws. The Subscriber agrees to hold the Company and there is no trading market for its respective directors, officers, agents 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 such Subscriber contained herein or in the Warrants and that an active market may not develop for Confidential Purchaser Questionnaire contained in Article VI hereof or any sale or distribution by the Common Stock undersigned Subscriber in violation of the Act or Warrantsany applicable state securities or "blue sky" laws. 1.10. 1.10 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Common Stock, Warrantsthe Warrants or the Common Stock issuable upon conversion or exercise thereof, and the Warrant Shares stating that such securities Securities have not been registered under the Securities Act or any state securities or “"blue sky” " laws and setting forth or referring to the restrictions restriction on transferability and sale thereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such securities. The legend to be placed on each certificate shall be in form substantially similar to the following: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED. UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR “BLUE SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED,”. 1.11. 1.11 The Subscriber understands that the Company will review this Agreement and is hereby given authority by the Subscriber to call Subscriber's bank or place of employment or otherwise review the financial standing of the Subscriber; and it is further agreed that the Company in its sole discretion, reserve reserves the unrestricted right, without further documentation or agreement on the part of the Subscriber, right to reject or limit any subscription, to accept subscriptions for fractional Units subscription and to close the Offering to the Subscriber at any time and that the Company will issue stop transfer instructions to its transfer agent with respect to the Common Stock underlying the Common Stock and the Warrantstime. 1.12. 1.12 The Subscriber hereby represents that the address of the Subscriber furnished by Subscriber on the signature page hereof is the Subscriber's principal residence if Subscriber is an individual individual, or its principal business address if it is a corporation or other entity, 1.13. The Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the Units. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. 1.14. If the Subscriber is a corporation, partnership, Limited Liability Company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and qualified to invest in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so. 1.15. 1.13 The Subscriber acknowledges that at if he is a Registered Representative of an NASD member firm, he must give such time, if ever, as firm the Common Stock, Warrants, or the Warrant Shares are registered (as such term is defined in Article 5 hereof), sales of the Common Stock, Warrants, and the Warrant Shares will be subject to state securities laws. 1.16. The Subscriber agrees not to issue any public statement with respect to the Subscriber's investment or proposed investment in the Company or the terms of any agreement or covenant between them and the Company without the Company's prior written consent, except such disclosures as may be notice required under applicable law or under any applicable order, rule or regulation, 1.17. The Subscriber understands that the Units are being offered and sold in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the Company and the principals and controlling persons thereof are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings set forth herein in order to determine the applicability of such exemptions and the undersigned's suitability to acquire Units. 1.18. The Subscriber agrees to hold the Company and its directors, officers, employees, affiliates, controlling persons and agents 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 (a) any sale or distribution of the Common Stock, Warrants, or the Warrant Shares by the Subscriber NASD's Rules of Fair Practice, receipt of which must be acknowledged by such firm in violation of the. Securities Act or any applicable state securities or “blue sky” laws; or (b) any false representation or warranty orSection 9 below.

SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY SUBSCRIBER. 1.1 Subject to the terms and conditions hereinafter set forth in this Agreement and in the Confidential Private Placement Memorandum, dated April 8, 1999, as it may be supplemented and amended (the "Memorandum") with respect to the Offering, the Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company such the number of UnitsUnits or fractions thereof set forth on the signature page hereof at a price equal to $3,000 per Unit, and the Company agrees to sell to the Subscriber as is set forth on the signature page hereof, at a price equal to $0.10 per Unitsuch number of Units for said purchase price. The purchase price is payable by (i) check or money order made payable to "Xxxxxx & Xxxxx LLP Escrow Agent, F/B/O Conversion Technologies International, Inc." or (ii) wire transfer in accordance with the wire transfer instructions set forth on Exhibit A hereto, contemporaneously with the execution and delivery of immediately payable funds directly this Agreement. Certificates representing the Series B Preferred Stock purchased by each Subscriber will be delivered by the Company within ten (10) days following the consummation of the relevant Closing Date as set forth in Article III hereof. The Subscriber understands, however, that this purchase of Units is contingent upon (i) the Company making sales of a minimum of five hundred eighty (580) Units prior to the Companytermination date of the Offering, (ii) the Company obtaining the consent of the holders of 66.67% of the outstanding shares of Series A Preferred Stock (the "Requisite Supermajority") for the authorization and issuance of the Series B Preferred Stock comprising the Units offered hereby and (iii) the holders of a majority of the outstanding voting stock approving the Merger and related transactions (as defined in the Memorandum). 1.1. 1.2 The Subscriber recognizes that the purchase of the Units involves a high degree of risk including, but not limited to, the followingin that: (ai) the Company has incurred losses since inception, and, at June 30, 1998, had an accumulated deficit of $35,308,000 and requires substantial funds in addition to the proceeds of the Offeringthis private placement to continue its plan of operations; (bii) 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 Units; (ciii) the Subscriber may not be able to liquidate its the Subscriber's investment; (div) transferability of the Units, Common Stock, securities comprising the Warrants, and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”) Units is extremely limited; and (ev) in the event of a disposition, the Subscriber an investor could sustain the loss of its the investor's entire investment; (f) . Furthermore, the proceeds of this private placement are projected to last only a limited period of time. For a discussion of significant risks involved with an investment in the Units, see the Memorandum furnished by the Company has not paid any dividends since its inception to the Subscriber and does not anticipate paying any dividends; and the Company's Form 10-KSB for the year ended June 30, 1998 (g) the Company may issue additional securities in the future which have rights and preferences that are senior to those of the Common Stock."Form 10-KSB") 1.2. 1.3 The Subscriber represents that the Subscriber is an “"accredited investor” " as such term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under the United States Securities Act of 1933, as amended (the “Securities "Act”"), as indicated by the Subscriber's responses to the questions contained in Article VII hereof, and that the Subscriber is able to bear the economic risk of an investment in the Units. 1.3. 1.4 The Subscriber hereby acknowledges and represents that (a) the Subscriber has knowledge and experience in business and financial matters, prior investment experience, including investment in non-listed and non-registered securities, or the Subscriber has employed the services of a “purchaser representative” (as defined in Rule 501 of Regulation D)an investment advisor, attorney and/or or accountant to read all of the documents furnished or made available by the Company both to the Subscriber and to all other prospective investors in the Units to evaluate the merits and risks of such an investment in the Units on the Subscriber's behalf; (b) , and that the Subscriber recognizes the highly speculative nature of this the Subscriber's investment; and (c) the Subscriber is able to bear the economic risk that the Subscriber hereby assumes. 1.4. 1.5 The Subscriber hereby acknowledges receipt and careful review of this AgreementAgreement and all attachments hereto and the Memorandum, including the Form 10-KSB, the Company's filings with the Securities and Exchange Commission (“SEC”) including but not limited to the Form 10Q as filed on August 17, 2010, form of Certificate of Designation of Series B Preferred Stock and the Form 8K as filed on June 4other exhibits thereto (collectively, 2010 and any documents which may have been made available upon request as reflected therein (collectively referred to as the “"Offering Materials”) and Documents"). The Subscriber hereby represents that the Subscriber has been furnished by the Company during the course of the Offering this transaction with all information regarding the Company, the terms and conditions of the Offering and any additional information that Company which the Subscriber has had requested or desired to know, that all documents which could be reasonably provided have been made available for the Subscriber's inspection and review, and that such information and documents have, in the Subscriber's opinion, afforded the Subscriber with substantially all of the same information that would be provided the Subscriber in a registration statement filed under the Act; and 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 Company and the terms and conditions of the Offering. (a) In making the decision to invest in the Units private placement, and any additional information which the Subscriber has relied solely upon the information provided by the Company in the Offering Materials. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Units hereunder. The Subscriber disclaims reliance on any statements made or information provided by any person or entity in the course of Subscriber's consideration of an investment in the Units other than the Offering Materials. (b) The Subscriber represents that (i) the Subscriber was contacted regarding the sale of the Units by the Company (or an authorized agent or representative thereof) and (ii) no Units were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 1.6had requested. The Subscriber hereby represents that that, except as set forth in the SubscriberOffering Documents, either by reason of no representations or warranties have been made to the Subscriber's business or financial experience or the business or financial experience of the Subscriber's professional advisors (who are unaffiliated with and not compensated Subscriber by the Company or any agent, employee or affiliate or selling agent of the CompanyCompany and in entering into this transaction, directly or indirectly)the Subscriber is not relying on any information, has other than that contained in the capacity to protect Offering Documents and the results of independent investigation by the Subscriber's own interests in connection with the transaction contemplated hereby. 1.7. 1.6 The Subscriber hereby acknowledges that the Offering private placement has not been reviewed by the U.S. United States Securities and Exchange Commission (the “"SEC”") nor or any state regulatory authority since authority, because of the Offering Company's representations that this is intended to be exempt from the registration requirements of Section 5 a nonpublic offering pursuant to Sections 3(b) or 4(2) of the Securities Act pursuant to Regulation D promulgated thereunder, Act. The Subscriber understands represents that the Common StockUnits are being purchased for the Subscriber's own account, Warrants, for investment and not for distribution or resale to others. The Subscriber agrees that the Warrant Shares have Subscriber will not been registered under the Securities Act or under any state securities or “blue sky” laws and agrees not to sell, pledge, assign sell or otherwise transfer or dispose of the Common Stock, Warrants, or securities comprising the Warrant Shares Units unless they are registered under the Securities Act and under any applicable state securities or “blue sky” laws or unless an exemption from such registration is available. 1.8. 1.7 The Subscriber understands that the Common Stock, Warrants, and securities comprising the Warrant Shares Units have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act that which depends, in part, upon the Subscriber's investment intention. In this connection, the Subscriber hereby represents understands that it is the position of the SEC that the Subscriber is purchasing the Units statutory basis for such exemption would not be present if the Subscriber's own account representation merely meant that the Subscriber's present intention was to hold such securities for investment and not with a view toward short period, such as the resale capital gains period of tax statutes, for a deferred sale, for a market rise, assuming that a market develops, or distribution to others. The Subscriber, if an entity, further represents that it was not formed for the purpose of purchasing the Unitsany other fixed period. 1.9. 1.8 The Subscriber understands that there is trading market for Rule 144 (the Common Stock is extremely limited and there is no trading market for "Rule") promulgated under the Warrants and that an active market may not develop for the Common Stock or Warrants. 1.10. The Subscriber consents Act requires, among other conditions, a one-year holding period prior to the placement resale (in limited amounts) of securities acquired in a legend on any certificate or other document evidencing non-public offering without having to satisfy the Common Stock, Warrants, and the Warrant Shares that such securities have not been registered registration requirements under the Securities Act or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such securities. The legend to be placed on each certificate shall be in form substantially similar to the following: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED. UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR “BLUE SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED,” 1.11Act. The Subscriber understands that the Company will review this Agreement and 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 hereby given authority required by the Subscriber to call Subscriber's bank or place of employment or otherwise review the financial standing Rule as one of the Subscriber; and it is further agreed that the Company in conditions of its sole discretion, reserve the unrestricted right, without further documentation or agreement on the part of the Subscriber, to reject or limit any subscription, to accept subscriptions for fractional Units and to close the Offering to the Subscriber at any time availability and that the Company will issue stop transfer instructions to its transfer agent is not presently in compliance with respect to the Common Stock underlying the Common Stock and the Warrants. 1.12. The Subscriber hereby represents that the address of the Subscriber furnished by Subscriber on the signature page hereof is the Subscriber's principal residence if Subscriber is an individual or its principal business address if it is a corporation or other entity, 1.13. The Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the Units. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. 1.14. If the Subscriber is a corporation, partnership, Limited Liability Company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and qualified to invest in the Company and the person signing this Agreement on behalf certain of such entity has been duly authorized by such entity to do so. 1.15. The Subscriber acknowledges that at such time, if ever, as the Common Stock, Warrants, or the Warrant Shares are registered (as such term is defined in Article 5 hereof), sales of the Common Stock, Warrants, and the Warrant Shares will be subject to state securities laws. 1.16. The Subscriber agrees not to issue any public statement with respect to the Subscriber's investment or proposed investment in the Company or the terms of any agreement or covenant between them and the Company without the Company's prior written consent, except such disclosures as may be required under applicable law or under any applicable order, rule or regulation, 1.17requirements. The Subscriber understands that the Units are being offered and sold in reliance on specific exemptions from the registration requirements of federal and state securities laws and hereby acknowledges that the Company and the principals and controlling persons thereof are relying upon the truth and accuracy is under no obligations to register any of the representations, warranties, agreements, acknowledgments, and understandings Units or any of the Securities comprising the Units under the Act or any state securities or "blue sky" laws other than as set forth herein in order Article V. The Subscriber consents that the Company may, if it desires, permit the transfer of the Securities out of the Subscriber's name only when the Subscriber's request for transfer is accompanied by an opinion of counsel reasonably satisfactory to determine the applicability Company that neither the sale nor the proposed transfer results in a violation of such exemptions and the undersigned's suitability to acquire Units. 1.18Act or any applicable state "blue sky" laws. The Subscriber agrees to hold the Company and its directors, officers, employees, affiliates, officers and controlling persons and agents 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 (ai) any misrepresentation made by the Subscriber contained herein (including the Confidential Purchaser Questionnaire, contained in Article VII herein), (ii) any sale or distribution of the Common Stock, Warrants, or the Warrant Shares by the undersigned Subscriber in violation of the. Securities the Act or any applicable state securities or “"blue sky” " laws, or (iii) any untrue statements of a material fact made by the Subscriber and contained herein. 1.9 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities stating that they have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale thereof. 1.10 The Subscriber understands that the Company will review this Agreement and is hereby given authority by the Subscriber to call the Subscriber's bank or place of employment or otherwise review the financial standing of the Subscriber; and it is further agreed that the Company reserves the unrestricted right to reject or limit any subscription, to accept subscriptions for fractional Units, and to close the Offering to the Subscriber at any time. 1.11 The Subscriber hereby represents that the address of Subscriber furnished by the Subscriber at the end of this Agreement is the undersigned's principal residence if the Subscriber is an individual or its principal business address if it is a corporation or other entity. 1.12 The Subscriber acknowledges that if the Subscriber is a Registered Representative of an NASD member firm, the Subscriber must give such firm the notice required by the NASD's Rules of Fair Practice, receipt of which must be acknowledged by such firm on the signature page hereof. 1.13 The Subscriber represents that the Subscriber has full power and authority (corporate, statutory, and otherwise) to execute and deliver this Agreement and to purchase the Units and the Securities. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. 1.14 If the Subscriber is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other entity, (a) it is authorized and qualified to become an investor in the Company and the person signing this Agreement on behalf of such entity has been fully authorized by such entity to do so and (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. 1.15 The Subscriber acknowledges that if he or she is a Registered Representative of an NASD member firm, he or she must give such firm the notice required by the NASD's Rules of Fair Practice, receipt of which must be acknowledged by such firm in Section 7.4 below. 1.16 The Subscriber acknowledges that at such time, if ever, as the Securities are registered, sales of the Securities will be subject to state securities laws, including those of the State of New Jersey which require any false representation securities sold in New Jersey to be sold through a registered broker-dealer or warranty orin reliance upon an exemption from registration. 1.17 Subject to the proviso below, the Subscriber hereby agrees that from the date hereof and continuing for a period of nine (9) months (the "Lock-Up Period") from the effective date of the Shelf Registration Statement (as defined in Section 5.2 hereof), the Subscriber will not, without the prior written consent of the Company, offer, pledge, sell, contract to sell, grant any option for the sale, of, or otherwise dispose of, directly or indirectly, 75% of the Registrable Securities (as defined in Section 5.1) purchased or acquired by the Subscriber, provided, however, that, following each three month period after the Effective Date, an amount of Registrable Securities equal to 25% of the number of Registrable Securities purchased or acquired by the Subscriber shall become exempt from the lock-up provisions contained in this sentence. For the sake of clarity, 25% of the Registrable Securities will not be subject to any lock-up. In addition, the Subscriber agrees that during the period from the date that the Subscriber was first contacted with respect to the potential purchase of Securities through the last date upon which the Subscriber holds any Securities or Registrable Securities, the Subscriber will not directly or indirectly, through related parties, affiliates or otherwise sell "short" or "short against the box" (as those terms are generally understood) or otherwise engage in any "hedging" transactions with respect to any equity security of the Company; provided, however, that it shall not be a violation of this Section 1.17, if the Subscriber places a sell order for Registrable Securities prior to the conversion of the Series B Preferred Stock or at the time the conversion is requested, relies on the Company to deliver such Registrable Securities in accordance with Section 5.4(h) and completes the sale of such Registrable Securities before the Company delivers the Registrable Securities to the Subscriber. In addition, the Subscriber agrees that during any applicable Lock-Up Period it will not convert any of the Series B Preferred Stock with respect to which the underlying Registrable Securities are subject to such Lock-Up Period. 1.18 By tendering a subscription hereunder, the Subscriber, as a holder of Series A Convertible Preferred Stock of the Company, (i)consents to the authorization and issuance of all shares of Series B Preferred Stock comprising the Units offered in the Offering, and (ii) covenants to deliver a written consent in the form provided in the Memorandum to approve a merger of the Company's wholly-owned subsidiary, CTI Subsidiary Corp., with and into the Company and (iii) an increase in the authorized shares of Common Stock of the Company to 175,000,000 in connection with such merger..

SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY SUBSCRIBER. 1.1 Subject to the terms and conditions hereinafter set forth and in the Information Package (as defined below) the Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company such number of Units, and the Company agrees to sell to the Subscriber as is set forth on the signature page hereof, at a per Unit price equal to $0.10 0.004 per Unit. The purchase price is payable by wire transfer Within a commercially reasonable time after the execution and delivery of immediately payable funds this Agreement, the Subscriber shall deposit the aggregate Offering Price directly to the Company’s bank account in accordance with the instructions set forth in Section 3.1. The Subscriber understands and agrees that, subject to Section 2 and applicable laws, by executing this Agreement, it is entering into a binding agreement. 1.1. 1.2 The Subscriber recognizes that the purchase of the Units involves a high degree of risk including, but not limited to, the following: (a) the Company remains a development stage business with limited operating history and requires substantial funds in addition to the proceeds of the Offering; (b) an investment in the Company is highly speculative, and only investors who can afford the loss of their entire investment should consider investing in the Company and the Units; (c) the Subscriber may not be able to liquidate its investment; (d) transferability of the Units, Common Stock, the Units (Shares and Warrants, and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”) is extremely limited; (e) in the event of a disposition, the Subscriber could sustain the loss of its entire investment; (f) the Company has not paid any dividends since its inception and does not anticipate paying any dividendsdividends in the foreseeable future; and (g) the Company may issue additional securities in the future which have rights and preferences that are senior to those of the Common Stock. 1.2. The Without limiting the generality of the representations set forth in herein, the Subscriber represents that the Subscriber is has carefully reviewed the Company’s reports and filings with the United States Securities and Exchange Commission (the “SEC”) (collectively, the “Information Package”). The foregoing reports contained in the Information Package are available on the SEC’s website at xxx.xxx.xxx. 1.3 The Subscriber is, and on each date on which the Subscriber continues to own restricted securities from the Offering will be, an “accredited investorAccredited Investor” as such term is defined in Rule 501 of Regulation D (“Regulation D”501(a) promulgated under the Securities Act Act. In general, an “Accredited Investor” is deemed to be an institution with assets in excess of 1933, as amended $5,000,000 or individuals with a net worth in excess of $1,000,000 (the “Securities Act”), and that the Subscriber is able to bear the economic risk of an investment in the Unitsexcluding such person’s principal residence) or annual income exceeding $200,000 or $300,000 jointly with his or her spouse. 1.3. 1.4 The Subscriber hereby acknowledges and represents that (a) the Subscriber has knowledge and experience in business and financial matters, prior investment experience, including investment in securities that are non-listed, unregistered and/or not traded on a national securities exchange or the Subscriber has employed the services of a “purchaser representative” (as defined in Rule 501 of Regulation D), attorney and/or accountant to read all of the documents furnished or made available by the Company both to the Subscriber and to all other prospective investors in the Units to evaluate the merits and risks of such an investment on the Subscriber's ’s behalf; (b) the Subscriber recognizes the highly speculative nature of this investment; and (c) the Subscriber is able to bear the economic risk that the Subscriber hereby assumes. 1.4. 1.5 The Subscriber hereby acknowledges receipt and careful review of this Agreement, the Company's filings with the Securities and Exchange Commission (“SEC”) including but not limited to the Form 10Q as filed on August 17, 2010, and the Form 8K as filed on June 4, 2010 and any documents which may have been made available upon request as reflected therein (collectively referred to with the Information Package as the “Offering Materials”) and hereby represents that the Subscriber has been furnished by the Company during the course of the Offering with all information regarding the Company, the terms and conditions of the Offering and any additional information that the Subscriber has requested or desired to know, and has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the Company and the terms and conditions of the Offering. (a) In making the decision to invest in the Units the Subscriber has relied solely upon the information provided by the Company in the Offering Materials. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Units hereunder. The Subscriber disclaims reliance on any statements made or information provided by any person or entity in the course of Subscriber's ’s consideration of an investment in the Units other than the Offering Materials. (b) The Subscriber represents that and warrants that: (i) the Subscriber was contacted regarding the sale of the Units by the Company (or an authorized agent or representative thereof) with whom the Subscriber had a prior substantial pre-existing relationship and (ii) no Units were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or (C) observe any website or filing of the Company with the SEC in which any offering of securities by the Company was described and as a result learned of any offering of securities by the Company. 1.6. 1.7 The Subscriber hereby represents that the Subscriber, either by reason of the Subscriber's ’s business or financial experience or the business or financial experience of the Subscriber's ’s professional advisors (who are unaffiliated with and not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly), has the capacity to protect the Subscriber's ’s own interests in connection with the transaction contemplated hereby. 1.7. 1.8 The Subscriber hereby acknowledges that the Offering has not been reviewed by the U.S. Securities and Exchange Commission (the “SEC”) SEC nor any state regulatory authority since the Offering is intended to be exempt from the registration requirements of Section 5 of the Securities Act Act, pursuant to Regulation D promulgated thereunder, D. The Subscriber understands that the Common Stock, Warrants, and the Warrant Shares Units have not been registered under the Securities Act or under any state securities or “blue sky” laws and agrees not to sell, pledge, assign or otherwise transfer or dispose of the Common Stock, Warrants, or the Warrant Shares Units unless they are registered under the Securities Act and under any applicable state securities or “blue sky” laws or unless an exemption from such registration is available. 1.8. 1.9 The Subscriber understands that the Common Stock, Warrants, and the Warrant Shares Units have not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act that depends, in part, upon the Subscriber's ’s investment intention. In this connection, the Subscriber hereby represents that the Subscriber is purchasing the Units for the Subscriber's ’s own account for investment and not with a view toward the resale or distribution to others. The Subscriber, if an entity, further represents that it was not formed for the purpose of purchasing the Units. 1.91.10 The Subscriber understands that the Common Stock is thinly traded. The Subscriber understands that there is trading even if a public market develops for the Common Stock Stock, Rule 144 (“Rule 144”) promulgated under the Securities Act requires for non-affiliates, among other conditions, a six month holding period prior to the resale of securities acquired in a non-public offering without having to satisfy the registration requirements under the Securities Act provided the other requirements of Rule 144 are available at the time of sale (such as availability of current public information concerning the Company). The Subscriber understands and hereby acknowledges that the Company is extremely limited and there is under no trading market for obligation to register any of the Warrants and that an active market may not develop for Units under the Common Stock Securities Act or Warrantsany state securities or “blue sky” laws other than as set forth herein. 1.10. 1.11 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Common Stock, Units (including the underlying Shares and Warrants, and the Warrant Shares ) that such securities Units have not been registered under the Securities Act or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such securitiesUnits. The legend to be placed on each certificate shall be in form substantially similar to the following: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED. REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) ), OR ANY APPLICABLE STATE SECURITIES OR “BLUE SKY LAWS,” . SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT IN THE ABSENCE OF AN EFFECTIVE REGISTRATION THEREOF STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER SUCH THE SECURITIES ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL, ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED,”. 1.11. 1.12 The Subscriber understands that the Company will review this Agreement and is hereby given authority by the Subscriber to call Subscriber's ’s bank or place of employment or otherwise review the financial standing of the Subscriber; and it is further agreed that the Company in Company, at its sole discretion, reserve reserves the unrestricted right, without further documentation or agreement on the part of the Subscriber, to reject or limit any subscription, to accept subscriptions for fractional Units and to close the Offering to the Subscriber at any time and that the Company will issue stop transfer instructions to its transfer agent with respect to the Common Stock underlying the Common Stock and the Warrantssuch Units. 1.12. 1.13 The Subscriber hereby represents that the address of the Subscriber furnished by Subscriber on the signature page hereof is the Subscriber's ’s principal residence if Subscriber is an individual or its principal business address if it is a corporation or other entity,. 1.13. 1.14 The Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the Units. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. 1.14. 1.15 If the Subscriber is a corporation, partnership, Limited Liability Companylimited liability company, trust, employee benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt entity, it is authorized and qualified to invest in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so. 1.15. 1.16 The Subscriber acknowledges that if he or she is a Registered Representative of a Financial Industry Regulatory Authority (“FINRA”) member firm, he or she must give such firm the notice required by the FINRA’s Rules of Fair Practice, receipt of which must be acknowledged by such firm in Section 7.4 below. 1.17 The Subscriber acknowledges that at such time, if ever, as the Common Stock, Warrants, Shares or the Warrant Shares Warrants are registered (as such term is defined in Article 5 hereof)under the Securities Act, sales of the Common Stock, Warrants, and the Warrant Shares or Warrants will be subject to state securities laws. 1.16. (a) The Subscriber agrees not to issue any public statement with respect to the Subscriber's ’s investment or proposed investment in the Company or the terms of any agreement or covenant between them and the Company without the Company's ’s prior written consent, except such disclosures as may be required under applicable law or under any applicable order, rule or regulation,. 1.17. (b) The Subscriber understands that Company agrees not to disclose the Units are being offered and sold in reliance on specific exemptions from names, addresses or any other information about the registration requirements of federal and state securities laws and Subscribers, except as required by law; provided, that the Company and may use the principals and controlling persons thereof are relying upon the truth and accuracy name of the representations, warranties, agreements, acknowledgments, and understandings set forth herein Subscriber for any offering or in order to determine any registration statement in which the applicability of such exemptions and the undersigned's suitability to acquire UnitsSubscriber’s Units (Shares or Warrants) are included. 1.18. 1.19 The Subscriber agrees to hold the Company and its directors, officers, employees, affiliates, controlling persons and agents 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 (a) any sale or distribution of the Common Stock, Warrants, or the Warrant Shares Units by the Subscriber in violation of the. the Securities Act or any applicable state securities or “blue sky” laws; or (b) any false representation or warranty oror any breach or failure by the Subscriber to comply with any covenant made by the Subscriber in this Agreement (including the Confidential Investor Questionnaire contained in Article VII herein) or any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.