Common use of Subscription Procedure Clause in Contracts

Subscription Procedure. (a) Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units as is set forth upon the signature page hereof at an aggregate purchase price as set forth on the Signature Page (the “Subscription Funds”). A minimum of $10,000 of Units must be purchased by the Purchaser, unless a lower amount is agreed to by the Company, in its sole discretion. (b) The subscription period will begin as of June 21, 2017, and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Pacific Standard Time on September 21, 2017 (the “Offering Period”), which may be extended until October 21, 2017 at the sole discretion of the Company (the “Termination Date”). The Units will be offered for a maximum of $2,000,000 as more particularly set forth in a Confidential Private Placement Memorandum, dated June 21, 2017, and any supplements thereto (the “Private Placement Memorandum”) (subject to the Company’s right to increase the Offering amount to $3,000,000 in its sole discretion and without notice to the investors in the Offering). The Subscriber hereby acknowledges receipt of the Private Placement Memorandum. The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Private Placement Memorandum, one or more of which conditions may not occur. (c) The certificates for the Shares, Class A Warrants, Class B Warrants and Class C Warrants bearing the name of the Subscriber will be delivered by the Company no later than ten (10) business days following the Closing Date. The Subscriber hereby authorizes and directs the Company to deliver the Securities to be issued to such Subscriber pursuant to this Agreement to the residential or business address indicated next to each Subscriber’s signature. (d) The Subscriber shall submit to XxxxxxXxxxxxxx.xxx, a 3rd-party verification service, all documents and information necessary for XxxxxxXxxxxxxx.xxx to affirm Subscriber’s accreditation status. (e) The Subscriber shall pay the Subscription Funds by delivering good funds in United States Dollars by way of wire transfer of funds to the Company. The wire transfer instructions are set forth in Exhibit D attached hereto and made a part hereof. (f) Upon receipt of the Subscription Funds and acceptance of this Subscription by the Company, the Company shall take up the Subscription Funds (a “Closing” and the date of such Closing, the “Closing Date”) and issue to the Subscriber such number of Units represented by the amount of the accepted Subscription Funds. (g) The Subscriber acknowledges that the subscription for Units hereunder may be rejected in whole or in part by the Company in its sole discretion and for any reason, notwithstanding prior receipt by the Subscriber of notice of acceptance of such subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Subscriber an executed copy of this Agreement. If this Agreement is rejected in whole, or the offering of Units is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Agreement shall thereafter be of no further force or effect. If this Agreement is rejected in part, the funds for the rejected portion of this Agreement will be returned without interest or offset, and this Agreement will continue in full force and effect to the extent this Agreement was accepted.

Subscription Procedure. (a) 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units Shares as is set forth upon the signature page hereof at an aggregate purchase a price as set forth on the Signature Page of $1.60 per Share (the “Subscription FundsPurchase Price”). A minimum of $10,000 of Units must be purchased by The Company agrees to sell such Shares to the Purchaser, unless a lower amount is agreed to by Subscriber for the Company, in its sole discretionPurchase Price. (b) 1.2 The subscription period will begin as of June August 21, 2017, 2006 and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Pacific Eastern Standard Time on September 21October 30, 2017 2006, unless extended by the Company, KGE and the Placement Agent (the “Offering Period”), which may be extended until October 21, 2017 at the sole discretion of the Company as defined below) for up to an additional 90 days (the “Termination Date”). The Units Shares will be offered for on a maximum of $2,000,000 “best efforts” basis as more particularly set forth in a Confidential Private Placement Memorandum, dated June 21, 2017, Memorandum and any supplements thereto (the “Private Placement Offering Memorandum”) (subject which shall supersede in its entirety that Executive Summary dated September 7, 2006. The final Offering Memorandum will be provided to Subscribers in the Offering no later than two days prior to the Company’s right to increase the Offering amount to $3,000,000 in its sole discretion and without notice to the investors in the Offering). The Subscriber hereby acknowledges receipt of the Private Placement MemorandumTermination Date. The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Private Placement Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of Shares will be made by WestPark Capital, Inc. (cthe “Placement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum. 1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement Agent, the Company and Xxxxx Xxxxx, Esq. as escrow agent, and shall be paid over to the Company at the closing of the purchase of the Shares in the Offering (the “Closing”) to occur on the Closing Date. 1.5 The certificates for the Shares, Class A Warrants, Class B Warrants and Class C Warrants Common Stock bearing the name of the Subscriber will be delivered by the Company no later than ten thirty (1030) business days following the Closing Date. The Subscriber hereby authorizes and directs the Company to deliver the Securities securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated next to each Subscriber’s signaturein the Investor Questionnaire, as attached. (d) 1.6 The Subscriber Purchase Price for the Shares purchased hereunder shall submit be paid by certified check, payable to XxxxxxXxxxxxxx.xxxLaw Offices of Xxxxx X. Xxxxx, a 3rd-party verification serviceProfessional Corporation, all documents and information necessary for XxxxxxXxxxxxxx.xxx to affirm Subscriber’s accreditation status. (e) The Subscriber shall pay the Subscription Funds as escrow agent, or by delivering good funds in United States Dollars by way of wire transfer to Law Offices of funds Xxxxx X. Xxxxx pursuant to the Company. The wire transfer instructions are set forth in Exhibit D attached hereto and made following instructions: Law Offices of Xxxxx X. Xxxxx, a part hereof. (f) Upon receipt Professional Corporation Subscription Escrow Account #2 Xxxxx Fargo Bank 1801 Avenue of the Subscription Funds and acceptance of this Subscription by the CompanyStars Xxx Xxxxxxx, the XX 00000 Account # 5763556098 ABA # 000000000 1.7 The Company shall take up the Subscription Funds (a “Closing” and the date of such Closingand/or KGE may, the “Closing Date”) and issue to the Subscriber such number of Units represented by the amount of the accepted Subscription Funds. (g) The Subscriber acknowledges that the subscription for Units hereunder may be rejected in their sole discretion, reject any subscription, in whole or in part by part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in its sole discretion and for any reason, notwithstanding prior receipt by the Subscriber event of notice of acceptance of such an over-subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Subscriber an executed copy of this Agreement. If this Agreement is rejected in whole, or the offering of Units is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Agreement shall thereafter be of no further force or effect. If this Agreement is rejected in part, the funds for the rejected portion of this Agreement will be returned without interest or offset, and this Agreement will continue in full force and effect to the extent this Agreement was accepted.

Subscription Procedure. (a) 1.1 Subject to the terms and conditions hereinafter set forthforth herein and in the Registration Statement, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units Shares as is set forth upon the signature page hereof at an aggregate purchase a price as set forth on the Signature Page of $0.25 per Share (the “Subscription FundsPurchase Price”). A minimum of $10,000 of Units must be purchased by The Company agrees to sell such Shares to the Purchaser, unless a lower amount is agreed to by Subscriber for the Company, in its sole discretionPurchase Price. (b) 1.2 The subscription period will begin as of June 21, 2017, the date the Registration Statement is declared effective by the Securities and Exchange Commission (“SEC”) and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Pacific Standard Local Time on September 21June 30, 2017 2008, unless terminated earlier or extended by the Company for up to an additional 30 days (the “Offering Period”), which may be extended until October 21, 2017 at the sole discretion of the Company (the “Termination Date”). The Units Shares will be offered for on a minimum/maximum of $2,000,000 basis as more particularly set forth in a Confidential Private Placement Memorandum, dated June 21, 2017, and any supplements thereto (the “Private Placement Memorandum”) (subject to the Company’s right to increase the Offering amount to $3,000,000 in its sole discretion and without notice to the investors in the Offering)Registration Statement. The minimum dollar amount of Shares that may be purchased by the Subscriber hereby acknowledges receipt of is $1,250 unless the Private Placement MemorandumCompany elects to waive the requirement. The consummation of the Offering is subject to the satisfaction of a number the closing conditions set forth in Section 5 of conditions this Agreement. 1.3 The Purchase Price will be placed in escrow pursuant to an escrow agreement by and between Company and its escrow agent (the “Escrow Agreement”), and shall be further described paid over to the Company at the closing of the purchase of the Shares in the Private Placement Memorandum, one or more of which conditions may not occurOffering pursuant to this Agreement (the “Closing”). (c) 1.4 The certificates for the Shares, Class A Warrants, Class B Warrants and Class C Warrants Common Stock bearing the name of the Subscriber will be delivered by the Company no later than ten twenty (1020) business days following the Closing Dateof the Offering. The Subscriber hereby authorizes and directs the Company to deliver the Securities Shares to be issued to such the Subscriber pursuant to this Agreement and delivered to the residential or business address indicated next to each Subscriber’s signature. (d) The Subscriber shall submit to XxxxxxXxxxxxxx.xxx, a 3rd-party verification service, all documents and information necessary for XxxxxxXxxxxxxx.xxx to affirm Subscriber’s accreditation status. (e) The Subscriber shall pay on the Subscription Funds by delivering good funds in United States Dollars by way of wire transfer of funds to the Company. The wire transfer instructions are set forth in Exhibit D attached hereto and made a part signature page hereof. 1.5 This executed Subscription Agreement shall be forwarded to: Xxxxx XxXxxxx Synergy Law Group, LLC 000 Xxxx Xxxxxxxx Xxxxxx Suite 600 Chicago, IL 60661 1.6 The Purchase Price for the Shares purchased hereunder shall be paid by check or wire transfer (finstructions available upon request) Upon receipt of the Subscription Funds and acceptance of this Subscription by the Companyto Title Starts Online, the Inc. 1.7 The Company shall take up the Subscription Funds (a “Closing” and the date of such Closingmay, the “Closing Date”) and issue to the Subscriber such number of Units represented by the amount of the accepted Subscription Funds. (g) The Subscriber acknowledges that the subscription for Units hereunder may be rejected in its sole discretion, reject any subscription, in whole or in part by part, or terminate or withdraw the Company Offering in its sole discretion and for entirety at any reason, notwithstanding time prior receipt by the Subscriber of notice of acceptance of such subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Subscriber an executed copy of this Agreement. If this Agreement is rejected in whole, or the offering of Units is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Agreement shall thereafter be of no further force or effect. If this Agreement is rejected in part, the funds for the rejected portion of this Agreement will be returned without interest or offset, and this Agreement will continue in full force and effect to the extent this Agreement was acceptedClosing.

Subscription Procedure. (a) 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such the number of Units as is set forth upon the signature page hereof at an aggregate purchase a price as set forth on the Signature Page of $25,000 per Unit (the “Subscription FundsPurchase Price”). A minimum The Company agrees to sell such Units to the Subscriber for the Purchase Price, subject to the provisions of $10,000 of Units must be purchased by the PurchaserSection 1.7, unless a lower amount is agreed to by the Company, in its sole discretionbelow. (b) 1.2 The subscription period will begin as of June 21the date of this Subscription Agreement and will terminate at 5:00 PM Eastern Standard Time on December 31, 2017, and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Pacific Standard Time on September 21, 2017 (the “Offering Period”), which may be unless jointly extended until October 21, 2017 at the sole discretion of in three 30 day increments by the Company and the Placement Agent (as defined below) in their discretion, for up to an additional 90 days (the “Termination Date”). The Units will be offered for on a maximum of $2,000,000 “reasonable best efforts” basis as more particularly set forth in a Confidential that Private Placement Memorandum, dated June 21, 2017, Memorandum and any supplements thereto (the “Private Placement Offering Memorandum”) (), dated September 7, 2017. The minimum investment per subscription of the Offering is $25,000, subject to the Company’s right to increase accept a lesser amount. There is no minimum number of Units that must be sold to close the Offering amount to $3,000,000 in its sole discretion and without notice Offering. The Company may conduct one or more closings (each, a “Closing”) prior to the investors in the Offering). The Subscriber hereby acknowledges receipt of the Private Placement Memorandummaximum offering amount of $3,000,000. The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Private Placement Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of the Units will be made by WestPark Capital, Inc. (cthe “Placement Agent”), which will receive certain compensation therefor as will be more fully described in the Offering Memorandum. 1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) The certificates by and among the Placement Agent, the Company and Signature Bank, as escrow agent (the “Escrow Agent”), and such escrowed funds shall be transmitted and maintained in compliance with SEC Rule 15c2-4, as promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and shall be released to the Company at one or more Closings. Such funds will be held for the SharesSubscriber's benefit, Class A Warrantsand will be returned promptly, Class B Warrants without interest or offset if this Subscription Agreement is not accepted by the Company, or the Offering is terminated pursuant to its terms or by the Company or the Placement Agent prior to any Closing. 1.5 Certificates representing the Shares and Class C the Warrants bearing the name of the Subscriber will be delivered by the Company within a reasonable amount of time following each Closing of the Offering, but in no event later than ten (10) 7 business days following the Closing Datedate of such Closing. The Subscriber hereby authorizes and directs the Company to deliver the Securities aforementioned certificates to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated next to each Subscriber’s signaturein the Investor Questionnaire (as defined below). (d) 1.6 The Subscriber Purchase Price for the Units purchased hereunder shall submit to XxxxxxXxxxxxxx.xxx, a 3rd-party verification service, all documents and information necessary for XxxxxxXxxxxxxx.xxx to affirm Subscriber’s accreditation status. (e) The Subscriber shall pay the Subscription Funds by delivering good funds in United States Dollars by way of wire transfer of funds be paid to the CompanyEscrow Agent pursuant to the following instructions: Wire Transfer: Beneficiary Bank: Signature Bank ABA: 000000000 Beneficiary Name: Signature Bank as Escrow Agent for Tapinator, Inc. Beneficiary Account Number: 0000000000 1.7 The Company or the Placement Agent, may, in their sole discretion, reject any subscription, in whole or in part. The wire transfer instructions are set forth Company may, in Exhibit D attached hereto and made its sole discretion, terminate or withdraw the Offering in its entirety at any time prior to a part hereof. (f) Upon receipt of the Subscription Funds and acceptance of Closing in relation thereto. If this Subscription by the Company, the Company shall take up the Subscription Funds (a “Closing” and the date of such Closing, the “Closing Date”) and issue to the Subscriber such number of Units represented by the amount of the accepted Subscription Funds. (g) The Subscriber acknowledges that the subscription for Units hereunder may be is rejected in whole or in part by the Company in its sole discretion and for any reason, notwithstanding prior receipt by the Subscriber of notice of acceptance of such subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Subscriber an executed copy of this Agreement. If this Agreement is rejected in whole, or the offering of Units Offering is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Subscription Agreement shall thereafter be of no further force or effect. If this Agreement subscription is rejected in part, the funds for the rejected portion of this Agreement subscription will be returned without interest or offset, and this Subscription Agreement will continue in full force and effect to the extent this Agreement subscription was accepted. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in the event of an over-subscription.

Subscription Procedure. (a) 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units Shares as is set forth upon the signature page hereof at an aggregate purchase a price as set forth on the Signature Page of $1.10 per Share (the “Subscription FundsPurchase Price”). A minimum of $10,000 of Units must be purchased by The Company agrees to sell such Shares to the Purchaser, unless a lower amount is agreed to by Subscriber for the Company, in its sole discretionPurchase Price. (b) 1.2 The subscription period will begin as of June 21August 1, 2017, 2007 and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Pacific Eastern Standard Time on September 2130, 2017 2007, unless extended by the Company, Highpower and the Placement Agent (the “Offering Period”), which may be extended until October 21, 2017 at the sole discretion of the Company as defined below) for up to an additional 90 days (the “Termination Date”). The Units Shares will be offered for on a maximum of $2,000,000 “best efforts” basis as more particularly set forth in a Confidential Private Placement Memorandum, dated June 21, 2017, Memorandum and any supplements thereto (the “Private Placement Offering Memorandum”) which shall supersede in its entirety that Executive Summary dated July 17, 2007. The final Offering Memorandum will be provided to Subscribers in the Offering no later than one (subject 1) day prior to the Company’s right to increase the Offering amount to $3,000,000 in its sole discretion and without notice to the investors in the Offering). The Subscriber hereby acknowledges receipt of the Private Placement MemorandumTermination Date. The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Private Placement Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of Shares will be made by WestPark Capital, Inc. (cthe “Placement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum. 1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement Agent, the Company and Xxxxx Xxxxx, Esq. as escrow agent, and shall be paid over to the Company at the closing of the purchase of the Shares in the Offering (the “Closing”) to occur on the Closing Date. 1.5 The certificates for the Shares, Class A Warrants, Class B Warrants and Class C Warrants Common Stock bearing the name of the Subscriber will be delivered by the Company no later than ten thirty (1030) business days following the Closing Date. The Subscriber hereby authorizes and directs the Company to deliver the Securities securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated next to each Subscriber’s signaturein the Investor Questionnaire, as attached. (d) 1.6 The Subscriber Purchase Price for the Shares purchased hereunder shall submit be paid by certified check, payable to XxxxxxXxxxxxxx.xxxLaw Offices of Xxxxx X. Xxxxx, a 3rd-party verification serviceProfessional Corporation, all documents and information necessary for XxxxxxXxxxxxxx.xxx to affirm Subscriber’s accreditation status. (e) The Subscriber shall pay the Subscription Funds as escrow agent, or by delivering good funds in United States Dollars by way of wire transfer to Law Offices of funds Xxxxx X. Xxxxx pursuant to the Company. The wire transfer instructions are set forth in Exhibit D attached hereto and made following instructions: Law Offices of Xxxxx X. Xxxxx, a part hereof. (f) Upon receipt Professional Corporation Subscription Escrow Account #2 Xxxxx Fargo Bank 1801 Avenue of the Subscription Funds and acceptance of this Subscription by the CompanyStars Xxx Xxxxxxx, the XX 00000 Account # 5763556098 ABA # 000000000 1.7 The Company shall take up the Subscription Funds (a “Closing” and the date of such Closingand/or Highpower may, the “Closing Date”) and issue to the Subscriber such number of Units represented by the amount of the accepted Subscription Funds. (g) The Subscriber acknowledges that the subscription for Units hereunder may be rejected in their sole discretion, reject any subscription, in whole or in part by part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in its sole discretion and for any reason, notwithstanding prior receipt by the Subscriber event of notice of acceptance of such an over-subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Subscriber an executed copy of this Agreement. If this Agreement is rejected in whole, or the offering of Units is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Agreement shall thereafter be of no further force or effect. If this Agreement is rejected in part, the funds for the rejected portion of this Agreement will be returned without interest or offset, and this Agreement will continue in full force and effect to the extent this Agreement was accepted.

Subscription Procedure. (a) 1.1 Subject to the terms and conditions hereinafter set forthforth herein and in the Registration Statement, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units Shares as is set forth upon the signature page hereof at an aggregate purchase a price as set forth on the Signature Page of $0.25 per Share (the “Subscription FundsPurchase Price”). A minimum of $10,000 of Units must be purchased by The Company agrees to sell such Shares to the Purchaser, unless a lower amount is agreed to by Subscriber for the Company, in its sole discretionPurchase Price. (b) 1.2 The subscription period will begin as of June 21, 2017, the date the Registration Statement is declared effective by the Securities and Exchange Commission (“SEC”) and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Pacific Standard Local Time on September 21August 29, 2017 2008, unless terminated earlier or extended by the Company in its sole and absolute discretion (the “Offering Period”), which may be extended until October 21, 2017 at the sole discretion of the Company (the “Termination Date”). The Units Shares will be offered for on a minimum/maximum of $2,000,000 basis as more particularly set forth in a Confidential Private Placement Memorandum, dated June 21, 2017, and any supplements thereto (the “Private Placement Memorandum”) (subject to the Company’s right to increase the Offering amount to $3,000,000 in its sole discretion and without notice to the investors in the Offering)Registration Statement. The minimum dollar amount of Shares that may be purchased by the Subscriber hereby acknowledges receipt of is $1,250 unless the Private Placement MemorandumCompany elects to waive the requirement. The consummation of the Offering is subject to the satisfaction of a number the closing conditions set forth in Section 5 of conditions this Agreement. 1.3 The Purchase Price will be placed in escrow pursuant to an escrow agreement by and between Company and its escrow agent (the “Escrow Agreement”), and shall be further described paid over to the Company at the closing of the purchase of the Shares in the Private Placement Memorandum, one or more of which conditions may not occurOffering pursuant to this Agreement (the “Closing”). (c) 1.4 The certificates for the Shares, Class A Warrants, Class B Warrants and Class C Warrants Common Stock bearing the name of the Subscriber will be delivered by the Company no later than ten twenty (1020) business days following the Closing Dateof the Offering. The Subscriber hereby authorizes and directs the Company to deliver the Securities Shares to be issued to such the Subscriber pursuant to this Agreement and delivered to the residential or business address indicated next to each Subscriber’s signature. (d) The Subscriber shall submit to XxxxxxXxxxxxxx.xxx, a 3rd-party verification service, all documents and information necessary for XxxxxxXxxxxxxx.xxx to affirm Subscriber’s accreditation status. (e) The Subscriber shall pay on the Subscription Funds by delivering good funds in United States Dollars by way of wire transfer of funds to the Company. The wire transfer instructions are set forth in Exhibit D attached hereto and made a part signature page hereof. 1.5 This executed Subscription Agreement shall be forwarded to: Xxxxx XxXxxxx Synergy Law Group, LLC 000 Xxxx Xxxxxxxx Xxxxxx Suite 600 Chicago, IL 60661 1.6 The Purchase Price for the Shares purchased hereunder shall be paid by check or wire transfer (finstructions available upon request) Upon receipt of the Subscription Funds and acceptance of this Subscription by the Companyto Title Starts Online, the Inc. 1.7 The Company shall take up the Subscription Funds (a “Closing” and the date of such Closingmay, the “Closing Date”) and issue to the Subscriber such number of Units represented by the amount of the accepted Subscription Funds. (g) The Subscriber acknowledges that the subscription for Units hereunder may be rejected in its sole discretion, reject any subscription, in whole or in part by part, or terminate or withdraw the Company Offering in its sole discretion and for entirety at any reason, notwithstanding time prior receipt by the Subscriber of notice of acceptance of such subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Subscriber an executed copy of this Agreement. If this Agreement is rejected in whole, or the offering of Units is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Agreement shall thereafter be of no further force or effect. If this Agreement is rejected in part, the funds for the rejected portion of this Agreement will be returned without interest or offset, and this Agreement will continue in full force and effect to the extent this Agreement was acceptedClosing.

Subscription Procedure. (a) 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units as is set forth upon the signature page hereof at an aggregate purchase a price as set forth on the Signature Page of $2.20 per Unit (the “Subscription FundsPurchase Price”). A minimum of $10,000 of Subject to the terms and conditions hereinafter set forth, the Company agrees to sell such Units must be purchased by to the Purchaser, unless a lower amount is agreed to by Subscriber for the Company, in its sole discretionPurchase Price. (b) 1.2 The subscription period will begin as of June 21April 18, 20172008, and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Pacific Standard Eastern Daylight Time on September 21May 16, 2017 (the “Offering Period”)2008, which may be unless terminated earlier or extended until October 21, 2017 at the sole discretion of by the Company (the “Termination Date”). The minimum dollar amount of Units will that may be offered for a maximum of purchased by the Subscriber is $2,000,000 as more particularly set forth in a Confidential Private Placement Memorandum, dated June 21, 2017, and any supplements thereto (25,000 unless the “Private Placement Memorandum”) (subject Company elects to waive the Company’s right to increase the Offering amount to $3,000,000 in its sole discretion and without notice to the investors in the Offering). The Subscriber hereby acknowledges receipt of the Private Placement Memorandumrequirement. The consummation of the Offering subscription contemplated hereby, in whole or in part, is subject to the satisfaction of the closing conditions set forth in Section 5 of this Agreement. 1.3 The Purchase Price will be held by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, as escrow agent (“Mintz Lxxxx”), in a number non-interest bearing escrow account until the closing of conditions to be further described the purchase of the Units in the Private Placement Memorandum, one or more Offering pursuant to this Agreement (the “Subscription Closing”). There may be multiple closings and amounts held in escrow at the time of which conditions any closing may be released at such closing; provided that the initial closing shall not occuroccur until there are at least $5,000,000 of subscriptions in the aggregate being held by Mxxxx Lxxxx (the “Initial Closing”). (c) 1.4 The certificates for the Shares, Class A Warrants, Class B Warrants and Class C Common Stock together with the accompanying Warrants bearing the name of the Subscriber will be delivered by the Company no later than ten twenty (1020) business days following the Closing Datefinal closing date of the Offering. The Subscriber hereby authorizes and directs the Company to deliver the Securities securities to be issued to such the Subscriber pursuant to this Agreement to the residential or business address indicated next to each Subscriber’s signaturein the Investor Questionnaire (as defined below). 1.5 A copy of this Agreement, once executed by the Subscriber, should be faxed to (dand the original sent by overnight courier to): Mxxx Xxxxxxx Chief Financial Officer VeruTEK Technologies, Inc. 60 Xxxx Xxxxxx Xxxx Road, Suite 100 Bloomfield, CT 06002 Fax: (000) 000-0000 1.6 The Subscriber Purchase Price for the Units purchased hereunder shall submit be paid by certified check, payable to XxxxxxXxxxxxxx.xxxMxxxx Lxxxx, a 3rd-party verification serviceCohn, all documents Ferris, Glovsky and information necessary for XxxxxxXxxxxxxx.xxx to affirm Subscriber’s accreditation status. (e) The Subscriber shall pay the Subscription Funds Popeo, P.C, or by delivering good funds in United States Dollars by way of wire transfer of funds to the Company. The wire transfer instructions are set forth in Exhibit D attached hereto and made a part hereof. (f) Upon receipt of the Subscription Funds and acceptance of this Subscription by the Company, the Company shall take up the Subscription Funds (a “Closing” and the date of such Closing, the “Closing Date”) and issue Mintz Lxxxx client funds account pursuant to the Subscriber such number of Units represented by the amount of the accepted Subscription Funds.following instructions: (g) 1.7 The Subscriber acknowledges that the subscription for Units hereunder may be rejected Company may, in its sole discretion, reject any subscription, in whole or in part by part, or terminate or withdraw the Company Offering in its sole discretion and for entirety at any reason, notwithstanding time prior receipt by the Subscriber of notice of acceptance of such subscriptionto a closing in relation thereto. The Company shall have no obligation hereunder until not be required to allocate among investors on a pro rata basis in the Company shall execute and deliver to the Subscriber event of an executed copy of this Agreement. If this Agreement is rejected in whole, or the offering of Units is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Agreement shall thereafter be of no further force or effect. If this Agreement is rejected in part, the funds for the rejected portion of this Agreement will be returned without interest or offset, and this Agreement will continue in full force and effect to the extent this Agreement was acceptedover-subscription.

Subscription Procedure. (a) 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units Shares as is set forth upon the signature page hereof at an aggregate purchase a price as set forth on the Signature Page of $0.90 per Share (the “Subscription FundsPurchase Price”). A minimum of $10,000 of Units must be purchased by The Company agrees to sell such Shares to the Purchaser, unless a lower amount is agreed to by Subscriber for the Company, in its sole discretionPurchase Price. (b) 1.2 The subscription period will begin as of June 21July 14, 2017, 2006 and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Pacific Eastern Standard Time on September 21August 11, 2017 2006, unless extended by the Company, Kunming and the Placement Agent (the “Offering Period”), which may be extended until October 21, 2017 at the sole discretion of the Company as defined below) for up to an additional 90 days (the “Termination Date”). The Units Shares will be offered for on a maximum of $2,000,000 “best efforts” basis as more particularly set forth in a Confidential Private Placement Memorandum, dated June 21, 2017, Memorandum and any supplements thereto (the “Private Placement Offering Memorandum”) (subject which shall supercede in its entirety that Executive Summary dated July 14, 2006. The final Offering Memorandum will be provided to Subscribers in the Offering no later than five days prior to the Company’s right to increase the Offering amount to $3,000,000 in its sole discretion and without notice to the investors in the Offering). The Subscriber hereby acknowledges receipt of the Private Placement MemorandumTermination Date. The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Private Placement Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of Shares will be made by WestPark Capital, Inc. (cthe “Placement Agent”), which will receive certain compensation therefor as will be more fully described in the Offering Memorandum. 1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement Agent, the Company and Law Offices of Xxxxx X. Xxxxx, a Professional Corporation as escrow agent, and shall be paid over to the Company at the closing of the purchase of the Shares in the Offering (the “Closing”) to occur on the Closing Date. 1.5 The certificates for the Shares, Class A Warrants, Class B Warrants and Class C Warrants Common Stock bearing the name of the Subscriber will be delivered by the Company no later than ten fifteen (1015) business days following the Closing Date. The Subscriber hereby authorizes and directs the Company to deliver the Securities securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated next to each Subscriber’s signaturein the Investor Questionnaire, as attached. (d) 1.6 The Subscriber Purchase Price for the Shares purchased hereunder shall submit be paid by certified check, payable to XxxxxxXxxxxxxx.xxxLaw Offices of Xxxxx X. Xxxxx, a 3rd-party verification serviceProfessional Corporation, all documents and information necessary for XxxxxxXxxxxxxx.xxx to affirm Subscriber’s accreditation status. (e) The Subscriber shall pay the Subscription Funds as escrow agent, or by delivering good funds in United States Dollars by way of wire transfer to Law Offices of funds Xxxxx X. Xxxxx pursuant to the Company. The wire transfer instructions are set forth in Exhibit D attached hereto and made following instructions: Law Offices of Xxxxx X. Xxxxx, a part hereof. (f) Upon receipt Professional Corporation Subscription Escrow Account #2 Xxxxx Fargo Bank 1801 Avenue of the Subscription Funds and acceptance of this Subscription by the CompanyStars Xxx Xxxxxxx, the XX 00000 Account # 5763556098 ABA # 000000000 1.7 The Company shall take up the Subscription Funds (a “Closing” and the date of such Closingand/or Kunming may, the “Closing Date”) and issue to the Subscriber such number of Units represented by the amount of the accepted Subscription Funds. (g) The Subscriber acknowledges that the subscription for Units hereunder may be rejected in their sole discretion, reject any subscription, in whole or in part by part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in its sole discretion and for any reason, notwithstanding prior receipt by the Subscriber event of notice of acceptance of such an over-subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Subscriber an executed copy of this Agreement. If this Agreement is rejected in whole, or the offering of Units is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Agreement shall thereafter be of no further force or effect. If this Agreement is rejected in part, the funds for the rejected portion of this Agreement will be returned without interest or offset, and this Agreement will continue in full force and effect to the extent this Agreement was accepted.

Subscription Procedure. (a) 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units as is set forth upon the signature page hereof at an aggregate purchase a price as set forth on the Signature Page of $1.00 per Unit (the “Subscription FundsPurchase Price”). A minimum of $10,000 of The Company agrees to sell such Units must be purchased by to the Purchaser, unless a lower amount is agreed to by Subscriber for the Company, in its sole discretionPurchase Price. (b) 1.2 The subscription period will begin as of June 217, 2017, 2007 and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Pacific Eastern Standard Time on September 21June 15, 2017 (the “Offering Period”)2007, which may be unless terminated earlier or extended until October 21, 2017 at the sole discretion of by the Company and AuraSound for up to an additional 30 days (the “Termination Date”). The Units will be offered for on a maximum of $2,000,000 “best efforts” basis as more particularly set forth in a the Amended and Restated Confidential Private Placement Memorandum, Memorandum dated June 217, 2017, 2007 and any supplements thereto (including all exhibits, schedules and attachments thereto, the “Private Placement Offering Memorandum”) (subject to the Company’s right to increase the Offering amount to $3,000,000 in its sole discretion and without notice to the investors in the Offering). The minimum dollar amount of Units that may be purchased by the Subscriber hereby acknowledges receipt of is $50,000 unless AuraSound and the Private Placement MemorandumCompany waive the requirement. The consummation of the Offering is subject to the satisfaction of a number the closing conditions set forth in Section 6 of conditions to this Agreement. 1.3 Placement of Units will be further made by GP Group, LLC (the “Placement Agent”), which will receive certain compensation therefor as described in the Private Placement Offering Memorandum, one or more of which conditions may not occur. 1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement by and among the Placement Agent, AuraSound and City National Bank, as escrow agent (cthe “Escrow Agreement”), and shall be paid over to the Company at the closing of the purchase of the Units in the Offering pursuant to this Agreement (the “Subscription Closing”) to occur on or after the Exchange Closing Date (the closing date of the purchase and sale of the Units pursuant to this Agreement is referred to herein as the “Subscription Closing Date”). 1.5 The certificates for the Shares, Class A Warrants, Class B Warrants and Class C Common Stock together with the accompanying Warrants bearing the name of the Subscriber will be delivered by the Company no later than ten (10) business days following the Closing Datefinal closing date of the Offering. The Subscriber hereby authorizes and directs the Company to deliver the Securities securities to be issued to such the Subscriber pursuant to this Agreement to the residential or business address indicated next to each Subscriber’s signaturein the Investor Questionnaire. (d) 1.6 The Subscriber Purchase Price for the Units purchased hereunder shall submit be paid by certified check, payable to XxxxxxXxxxxxxx.xxxAuraSound, a 3rd-party verification serviceInc., all documents and information necessary for XxxxxxXxxxxxxx.xxx to affirm Subscriber’s accreditation status. (e) The Subscriber shall pay the Subscription Funds or by delivering good funds in United States Dollars by way of wire transfer of funds to AuraSound, Inc. account pursuant to the Company. following instructions: 1.7 The wire transfer instructions are set forth Company and/or AuraSound may, in Exhibit D attached hereto and made a part hereof. (f) Upon receipt of the Subscription Funds and acceptance of this Subscription by the Companytheir sole discretion, the Company shall take up the Subscription Funds (a “Closing” and the date of such Closingreject any subscription, the “Closing Date”) and issue to the Subscriber such number of Units represented by the amount of the accepted Subscription Funds. (g) The Subscriber acknowledges that the subscription for Units hereunder may be rejected in whole or in part by part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in its sole discretion and for any reason, notwithstanding prior receipt by the Subscriber event of notice of acceptance of such an over-subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Subscriber an executed copy of this Agreement. If this Agreement is rejected in whole, or the offering of Units is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Agreement shall thereafter be of no further force or effect. If this Agreement is rejected in part, the funds for the rejected portion of this Agreement will be returned without interest or offset, and this Agreement will continue in full force and effect to the extent this Agreement was accepted.

Subscription Procedure. (a) 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units Shares as is set forth upon the signature page hereof at an aggregate purchase a price as set forth on the Signature Page of $1.60 per Share (the “Subscription FundsPurchase Price”). A minimum of $10,000 of Units must be purchased by The Company agrees to sell such Shares to the Purchaser, unless a lower amount is agreed to by Subscriber for the Company, in its sole discretionPurchase Price. (b) 1.2 The subscription period will begin as of June 21December 9, 2017, 2008 and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Pacific Eastern Standard Time on September 21February 10, 2017 2009, unless extended by the Company, World Orient and the Placement Agent (the “Offering Period”), which may be extended until October 21, 2017 at the sole discretion of the Company as defined below) for up to an additional 90 days (the “Termination Date”). The Units Shares will be offered for on a maximum of $2,000,000 “best efforts” basis as more particularly set forth in a Confidential Private Placement Memorandum, dated June 21, 2017, Memorandum and any supplements thereto (the “Private Placement Offering Memorandum”) which shall supersede in its entirety that Executive Summary dated December 9, 2008. The final Offering Memorandum will be provided to Subscribers in the Offering no later than one (subject 1) day prior to the Company’s right to increase the Offering amount to $3,000,000 in its sole discretion and without notice to the investors in the Offering). The Subscriber hereby acknowledges receipt of the Private Placement MemorandumTermination Date. The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Private Placement Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of Shares will be made by WestPark Capital, Inc. (cthe “Placement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum. 1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement Agent, the Company and Dxxxx Xxxxx, Esq. as escrow agent, and shall be paid over to the Company at the closing of the purchase of the Shares in the Offering (the “Closing”) to occur on the Closing Date. 1.5 The certificates for the Shares, Class A Warrants, Class B Warrants and Class C Warrants Shares bearing the name of the Subscriber will be delivered by the Company no later than ten thirty (1030) business days following the Closing Date. The Subscriber hereby authorizes and directs the Company to deliver the Securities securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated next to each Subscriber’s signaturein the Investor Questionnaire, as attached. (d) 1.6 The Subscriber Purchase Price for the Shares purchased hereunder shall submit be paid by certified check, payable to XxxxxxXxxxxxxx.xxxLaw Offices of Dxxxx X. Xxxxx, a 3rd-party verification serviceProfessional Corporation, all documents and information necessary for XxxxxxXxxxxxxx.xxx to affirm Subscriber’s accreditation status. (e) The Subscriber shall pay the Subscription Funds as escrow agent, or by delivering good funds in United States Dollars by way of wire transfer to Law Offices of funds Dxxxx X. Xxxxx pursuant to the Company. The wire transfer instructions are set forth in Exhibit D attached hereto and made following instructions: Law Offices of Dxxxx X. Xxxxx, a part hereof. (f) Upon receipt Professional Corporation Subscription Escrow Account #2 Wxxxx Fargo Bank 1801 Avenue of the Subscription Funds and acceptance of this Subscription by the CompanyStars Lxx Xxxxxxx, the XX 00000 Account # 9371471510 ABA # 100000000 1.7 The Company shall take up the Subscription Funds (a “Closing” and the date of such Closingand/or World Orient may, the “Closing Date”) and issue to the Subscriber such number of Units represented by the amount of the accepted Subscription Funds. (g) The Subscriber acknowledges that the subscription for Units hereunder may be rejected in their sole discretion, reject any subscription, in whole or in part by part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in its sole discretion and for any reason, notwithstanding prior receipt by the Subscriber event of notice of acceptance of such an over-subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Subscriber an executed copy of this Agreement. If this Agreement is rejected in whole, or the offering of Units is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Agreement shall thereafter be of no further force or effect. If this Agreement is rejected in part, the funds for the rejected portion of this Agreement will be returned without interest or offset, and this Agreement will continue in full force and effect to the extent this Agreement was accepted.

Subscription Procedure. (a) 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such the number of Units as is set forth upon the signature page hereof at an aggregate purchase a price as set forth on the Signature Page of $5.50 per Unit (the “Subscription FundsPurchase Price”). A minimum The Company agrees to sell such Units to the Subscriber for the Purchase Price, subject to the provisions of $10,000 of Units must be purchased by the PurchaserSection 1.7, unless a lower amount is agreed to by the Company, in its sole discretionbelow. (b) 1.2 The subscription period will begin as of June 21, 2017, the date of this Subscription Agreement and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Pacific Eastern Standard Time on September 21December 17, 2017 2018, unless extended on one or more occasions for up to an additional ninety (90) days by the “Offering Period”), which may be extended until October 21, 2017 at the sole discretion Board of Directors of the Company and the Placement Agent (as defined below) in their joint discretion (the “Termination Date”). The Units will be offered for on a maximum of $2,000,000 “best efforts” basis as more particularly set forth in a that Confidential Private Placement Memorandum, dated June 21, 2017, Memorandum and any supplements thereto (the “Private Placement Offering Memorandum”) (), dated September 17, 2018. The minimum investment per subscription of the Offering is $50,000.00, subject to the Company’s right to increase accept a lesser amount. There is no minimum number of Units that must be sold to close the Offering amount to $3,000,000 in its sole discretion and without notice Offering. The Company may conduct one or more closings (each, a “Closing”) prior to the investors in the Offering). The Subscriber hereby acknowledges receipt of the Private Placement MemorandumMaximum Offering Amount of $6,050,000. In the event the Offering is oversubscribed in excess of the Maximum Offering Amount, the Offering may be increased up to the Over-Subscription Amount in the discretion of the Company (the “Over-Subscription”). The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Private Placement Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of the Units will be made by WestPark Capital, Inc. (cthe “Placement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum. 1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) The certificates by and among the Placement Agent, the Company and Signature Bank, as escrow agent (the “Escrow Agent”), and such escrowed funds shall be transmitted and maintained in compliance with SEC Rule 15c2-4, as promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and shall be released to the Company at one or more Closings. Such funds will be held for the SharesSubscriber’s benefit, Class A Warrantsand will be returned promptly, Class B Warrants without interest or offset if this Subscription Agreement is not accepted by the Company, or the Offering is terminated pursuant to its terms or by the Company or the Placement Agent prior to the any Closing. 1.5 Certificates representing the Shares and Class C the Warrants bearing the name of the Subscriber will be delivered by the Company no later than ten (10) business days within a reasonable amount of time following the final Closing Dateof the Offering. The Subscriber hereby authorizes and directs the Company to deliver the Securities aforementioned certificates to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated next to each Subscriber’s signature. (d) The Subscriber shall submit to XxxxxxXxxxxxxx.xxxin the Investor Questionnaire, a 3rd-party verification service, all documents and information necessary form of which is attached hereto as Exhibit A. 1.6 The Purchase Price for XxxxxxXxxxxxxx.xxx to affirm Subscriber’s accreditation status. (e) The Subscriber the Units purchased hereunder shall pay the Subscription Funds by delivering good funds in United States Dollars by way of wire transfer of funds be paid to the CompanyEscrow Agent pursuant to the following instructions: Beneficiary Bank: ABA: Beneficiary Name: Beneficiary Account Number: Payable to: Mailed to: 1.7 The Company or the Placement Agent, may, in their sole discretion, reject any subscription, in whole or in part. The wire transfer instructions are set forth Company may, in Exhibit D attached hereto and made its sole discretion, terminate or withdraw the Offering in its entirety at any time prior to a part hereof. (f) Upon receipt of the Subscription Funds and acceptance of Closing in relation thereto. If this Subscription by the Company, the Company shall take up the Subscription Funds (a “Closing” and the date of such Closing, the “Closing Date”) and issue to the Subscriber such number of Units represented by the amount of the accepted Subscription Funds. (g) The Subscriber acknowledges that the subscription for Units hereunder may be is rejected in whole or in part by the Company in its sole discretion and for any reason, notwithstanding prior receipt by the Subscriber of notice of acceptance of such subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Subscriber an executed copy of this Agreement. If this Agreement is rejected in whole, or the offering of Units Offering is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Subscription Agreement shall thereafter be of no further force or effect. If this Agreement subscription is rejected in part, the funds for the rejected portion of this Agreement subscription will be returned without interest or offset, and this Subscription Agreement will continue in full force and effect to the extent this Agreement subscription was accepted. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in the event of an over-subscription.

Subscription Procedure. (a) 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units Shares as is set forth upon the signature page hereof at an aggregate purchase a price as set forth on the Signature Page of $1.29 per Share (the “Subscription FundsPurchase Price”). A minimum of $10,000 of Units must be purchased by The Company agrees to sell such Shares to the Purchaser, unless a lower amount is agreed to by Subscriber for the Company, in its sole discretionPurchase Price. (b) 1.2 The subscription period will begin as of June 21December 15, 2017, 2006 and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Pacific Eastern Standard Time on September 21January 31, 2017 2007, unless extended by the Company, TME and the Placement Agent (the “Offering Period”), which may be extended until October 21, 2017 at the sole discretion of the Company as defined below) for up to an additional 30 days (the “Termination Date”). The Units Shares will be offered for on a maximum of $2,000,000 “best efforts” basis as more particularly set forth in a Confidential Private Placement Memorandum, dated June 21, 2017, Memorandum and any supplements thereto (the “Private Placement Offering Memorandum”) (subject to the Company’s right to increase the Offering amount to $3,000,000 in its sole discretion and without notice to the investors in the Offering). The Subscriber hereby acknowledges receipt of final Offering Memorandum will be provided to Subscribers in the Private Placement MemorandumOffering no later than two days prior to the Termination Date. The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Private Placement Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of Shares will be made by Westpark Capital, Inc. (cthe “Placement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum. 1.4 The Purchase Price for any shares purchased hereunder by residents of Hong Kong or the People’s Republic of China (the “Foreign Purchase Price”) will be placed in escrow pursuant to an escrow agreement (the “Foreign Escrow Agreement”) by and among the Placement Agent, the Company and Arculli Fong & Ng as escrow agent and shall be paid over to the Company at the closing of the purchase of the Shares in the Offering (the “Closing”) to occur on the Closing Date. 1.5 The Purchase Price for shares purchased hereunder by residents not referenced in Section 1.4 herein will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement Agent, the Company and Xxxxx Xxxxx, Esq. as escrow agent, and shall be paid over to the Company at the Closing. 1.6 The certificates for the Shares, Class A Warrants, Class B Warrants and Class C Warrants shares bearing the name of the Subscriber will be delivered by the Company no later than ten thirty (1030) business days following the Closing Date. The Subscriber hereby authorizes and directs the Company to deliver the Securities securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated next to each Subscriber’s signaturein the Investor Questionnaire, as attached. (d) 1.7 The Subscriber Purchase Price for the Shares purchased hereunder further to Section 1.4 herein shall submit to XxxxxxXxxxxxxx.xxx, a 3rd-party verification service, all documents and information necessary for XxxxxxXxxxxxxx.xxx to affirm Subscriber’s accreditation status. (e) The Subscriber shall pay the Subscription Funds be paid by delivering good funds in United States Dollars by way of wire transfer of immediately available U.S. funds or by certified check payable in U.S. funds payable to “Arculli Fong & Ng”, as escrow agent, pursuant to the Companyfollowing instructions: Name of Beneficiary: Arculli Fong & Ng Bank Name: The Hong Kong & Shanghai Banking Corporation, Ltd. Bank Branch: Exchange Square Branch Bank Address: Xxxx Xx. 000, Xxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxx Xxxx Bank Code: 004 Our account number: 000-000000-000 Swiftcode: XXXXXXXXXXX 1.8 The Purchase Price for the Shares purchased hereunder further to Section 1.5 herein shall be paid by certified check, payable to Law Offices of Xxxxx X. Xxxxx, a Professional Corporation, as escrow agent, or by wire transfer instructions are set forth in Exhibit D attached hereto and made to Law Offices of Xxxxx X. Xxxxx pursuant to the following instructions: Law Offices of Xxxxx X. Xxxxx, a part hereof. (f) Upon receipt Professional Corporation Subscription Escrow Account #2 Xxxxx Fargo Bank 1801 Avenue of the Subscription Funds and acceptance of this Subscription by the CompanyStars Xxx Xxxxxxx, the XX 00000 Account # 5763556098 ABA # 000000000 1.9 The Company shall take up the Subscription Funds (a “Closing” and the date of such Closingand/or TME may, the “Closing Date”) and issue to the Subscriber such number of Units represented by the amount of the accepted Subscription Funds. (g) The Subscriber acknowledges that the subscription for Units hereunder may be rejected in their sole discretion, reject any subscription, in whole or in part by part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in its sole discretion and for any reason, notwithstanding prior receipt by the Subscriber event of notice of acceptance of such an over-subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Subscriber an executed copy of this Agreement. If this Agreement is rejected in whole, or the offering of Units is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Agreement shall thereafter be of no further force or effect. If this Agreement is rejected in part, the funds for the rejected portion of this Agreement will be returned without interest or offset, and this Agreement will continue in full force and effect to the extent this Agreement was accepted.

Subscription Procedure. (a) Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units Shares as is set forth upon the signature page hereof at an aggregate purchase price as set forth on the Signature Page (the “Subscription Funds”). A minimum of $10,000 of Units Shares must be purchased by the Purchaser, unless a lower amount is agreed to by the Company, in its sole discretion. (bc) The subscription period will begin as of June 21August __, 20172018_, and will terminate (if the Closing Date has not earlier occurred) on the sooner to occur of the sale of the Maximum offering Amount (as defined in the Private Placement Memorandum), at 5:00 PM Pacific Standard Time on September 21December 1, 2017 (the “Offering Period”), 2018 which may be extended until October 21December 31, 2017 2018 at the sole discretion of the Company (the “Termination Date”). The Units will be offered for a maximum of $2,000,000 as more particularly set forth in a Confidential Private Placement Memorandum, dated June 21, 2017, and any supplements thereto (unless terminated sooner by the “Private Placement Memorandum”) (subject to the Company’s right to increase the Offering amount to $3,000,000 Company in its sole discretion and without notice to the investors in the Offering). The Subscriber hereby acknowledges receipt of the Private Placement Memorandumdiscretion. The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Private Placement Memorandum, one or more of which conditions may not occur. (c) The certificates for the Shares, Class A Warrants, Class B Warrants and Class C Warrants bearing the name of the Subscriber will be delivered by the Company no later than ten (10) business days following the Closing Date. The Subscriber hereby authorizes and directs the Company to deliver the Securities to be issued to such Subscriber pursuant to this Agreement to the residential or business address indicated next to each Subscriber’s signature. (d) The Subscriber shall submit to XxxxxxXxxxxxxx.xxx, a 3rd-party verification service, all documents and information necessary for XxxxxxXxxxxxxx.xxx to affirm Subscriber’s accreditation status. (e) The Subscriber shall pay the Subscription Funds by delivering good funds in United States Dollars by way of wire transfer of funds to the Company. The wire transfer instructions are set forth in Exhibit D A attached hereto and made a part hereof. All net proceeds will be immediately available for use by the Company. subscribers may not revoke their subscriptions, which the Company will accept on a rolling basis. (f) Upon receipt of the Subscription Funds and acceptance of this Subscription by the Company, the Company shall take up the Subscription Funds (a “Closing” and the date of such Closing, the “Closing Date”) and issue to the Subscriber such number of Units Shares represented by the amount of the accepted Subscription Funds. (g) The Subscriber acknowledges that the subscription for Units Securities hereunder may be rejected in whole or in part by the Company in its sole discretion and for any reason, notwithstanding prior receipt by the Subscriber of notice of acceptance of such subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Subscriber an executed copy of this Agreement. If this Agreement is rejected in whole, or the offering of Units is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Agreement shall thereafter be of no further force or effect. If this Agreement is rejected in part, the funds for the rejected portion of this Agreement will be returned without interest or offset, and this Agreement will continue in full force and effect to the extent this Agreement was accepted.

Subscription Procedure. (a) 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units Shares as is set forth upon the signature page hereof at an aggregate purchase a price as set forth on the Signature Page of $1.80 per Share (the “Subscription FundsPurchase Price”). A minimum of $10,000 of Units must be purchased by The Company agrees to sell such Shares to the Purchaser, unless a lower amount is agreed to by Subscriber for the Company, in its sole discretionPurchase Price. (b) 1.2 The subscription period will begin as of June 2123, 2017, 2008 and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Pacific Eastern Standard Time on September 21August 30, 2017 2008, unless extended by the Company, Niveous and the Placement Agent (the “Offering Period”), which may be extended until October 21, 2017 at the sole discretion of the Company as defined below) for up to an additional 90 days (the “Termination Date”). The Units Shares will be offered for on a maximum of $2,000,000 “best efforts” basis as more particularly set forth in a Confidential Private Placement Memorandum, dated June 21, 2017, Memorandum and any supplements thereto (the “Private Placement Offering Memorandum”) which shall supersede in its entirety that Executive Summary dated June 12, 2008. The final Offering Memorandum will be provided to Subscribers in the Offering no later than one (subject 1) day prior to the Company’s right to increase the Offering amount to $3,000,000 in its sole discretion and without notice to the investors in the Offering). The Subscriber hereby acknowledges receipt of the Private Placement MemorandumTermination Date. The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Private Placement Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of Shares will be made by WestPark Capital, Inc. (cthe “Placement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum. 1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement Agent, the Company and Dxxxx Xxxxx, Esq. as escrow agent, and shall be paid over to the Company at the closing of the purchase of the Shares in the Offering (the “Closing”) to occur on the Closing Date. 1.5 The certificates for the Shares, Class A Warrants, Class B Warrants and Class C Warrants Common Stock bearing the name of the Subscriber will be delivered by the Company no later than ten thirty (1030) business days following the Closing Date. The Subscriber hereby authorizes and directs the Company to deliver the Securities securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated next to each Subscriber’s signaturein the Investor Questionnaire, as attached. (d) 1.6 The Subscriber Purchase Price for the Shares purchased hereunder shall submit be paid by certified check, payable to XxxxxxXxxxxxxx.xxxLaw Offices of Dxxxx X. Xxxxx, a 3rd-party verification serviceProfessional Corporation, all documents and information necessary for XxxxxxXxxxxxxx.xxx to affirm Subscriber’s accreditation status. (e) The Subscriber shall pay the Subscription Funds as escrow agent, or by delivering good funds in United States Dollars by way of wire transfer to Law Offices of funds Dxxxx X. Xxxxx pursuant to the Company. The wire transfer instructions are set forth in Exhibit D attached hereto and made following instructions: Law Offices of Dxxxx X. Xxxxx, a part hereof. (f) Upon receipt Professional Corporation Subscription Escrow Account #2 Wxxxx Fargo Bank 1801 Avenue of the Subscription Funds and acceptance of this Subscription by the CompanyStars Lxx Xxxxxxx, the XX 00000 Account # 7682761510 ABA # 100000000 1.7 The Company shall take up the Subscription Funds (a “Closing” and the date of such Closingand/or Niveous may, the “Closing Date”) and issue to the Subscriber such number of Units represented by the amount of the accepted Subscription Funds. (g) The Subscriber acknowledges that the subscription for Units hereunder may be rejected in their sole discretion, reject any subscription, in whole or in part by part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in its sole discretion and for any reason, notwithstanding prior receipt by the Subscriber event of notice of acceptance of such an over-subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Subscriber an executed copy of this Agreement. If this Agreement is rejected in whole, or the offering of Units is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Agreement shall thereafter be of no further force or effect. If this Agreement is rejected in part, the funds for the rejected portion of this Agreement will be returned without interest or offset, and this Agreement will continue in full force and effect to the extent this Agreement was accepted.

Subscription Procedure. (a) 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units as is set forth upon the signature page hereof at an aggregate purchase a price as set forth on the Signature Page of $0.75 per Unit (the “Subscription Funds”"Purchase Price"). A minimum of $10,000 of The Company agrees to sell such Units must be purchased by to the Purchaser, unless a lower amount is agreed to by Subscriber for the Company, in its sole discretionPurchase Price. (b) 1.2 The subscription period will begin as of June 21March 8, 2017, 2006 and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Pacific Eastern Standard Time on September 21April 30, 2017 2006, unless extended by for up to an additional 90 days (the “Offering Period”), which may be extended until October 21, 2017 at the sole discretion of the Company (the “"Termination Date”"). The Units will be offered for on a maximum of $2,000,000 "best efforts" basis as more particularly set forth in a the Confidential Private Placement Memorandum, Memorandum dated June 21, 2017, March 2006 and any supplements thereto (the “Private Placement "Offering Memorandum”) (subject to the Company’s right to increase the Offering amount to $3,000,000 in its sole discretion and without notice to the investors in the Offering"). The minimum dollar amount of Units that may be purchased by the Subscriber hereby acknowledges receipt of is $30,000 unless Ironclad and the Private Placement MemorandumCompany waive the requirement. The consummation of the Offering is subject to the satisfaction of a number of conditions to be conditions, as further described in the Private Placement Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of Units will be made by Brean Murray, Carret & Co., and GP Group, LLC, an xxxxxxxxx xx Gemini Partners, Inc. (cthe "Placement Agents"), each of whom will receive certain compensation therefor as provided in their Engagement Agreements, which are more fully described in the Offering Memorandum. 1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement by and among the Placement Agents, the Company and American Stock Transfer Corporation as escrow agent (the "Escrow Agreement"), and shall be paid over to the Company at the closing of the purchase of the Units in the Offering (the "Closing") to occur on the Closing Date. 1.5 The certificates for the Shares, Class A Warrants, Class B Warrants and Class C Common Stock together with the accompanying Warrants bearing the name of the Subscriber will be delivered by the Company no later than ten fifteen (1015) business days following the Closing Date. The Subscriber hereby authorizes and directs the Company to deliver the Securities securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated next to each Subscriber’s signaturein the Investor Questionnaire. (d) 1.6 The Subscriber Purchase Price for the Units purchased hereunder shall submit be paid by certified check, payable to XxxxxxXxxxxxxx.xxxAmerican Stock Transfer Corporation, a 3rd-party verification serviceas escrow agent, all documents and information necessary for XxxxxxXxxxxxxx.xxx to affirm Subscriber’s accreditation status. (e) The Subscriber shall pay the Subscription Funds or by delivering good funds in United States Dollars by way of wire transfer of funds to American Stock Transfer Corporation pursuant to the Companyfollowing instructions: Bank Name: JP Morgan Chase Bank ABA Routing No.: 021-000-000 Account No. 323-213251 Account Name: American Stock Transfer & Trust Company - as agent for Ironclad Performance Wear Corporation 1.7 The wire transfer instructions are set forth Company and/or Ironclad may, in Exhibit D attached hereto and made a part hereof. (f) Upon receipt of the Subscription Funds and acceptance of this Subscription by the Companytheir sole discretion, the Company shall take up the Subscription Funds (a “Closing” and the date of such Closingreject any subscription, the “Closing Date”) and issue to the Subscriber such number of Units represented by the amount of the accepted Subscription Funds. (g) The Subscriber acknowledges that the subscription for Units hereunder may be rejected in whole or in part by part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in its sole discretion and for any reason, notwithstanding prior receipt by the Subscriber event of notice of acceptance of such an over-subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Subscriber an executed copy of this Agreement. If this Agreement is rejected in whole, or the offering of Units is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Agreement shall thereafter be of no further force or effect. If this Agreement is rejected in part, the funds for the rejected portion of this Agreement will be returned without interest or offset, and this Agreement will continue in full force and effect to the extent this Agreement was accepted.

Subscription Procedure. (a) 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such the number of Units as is set forth upon the signature page hereof at an aggregate purchase a price as set forth on the Signature Page of $5.50 per Unit (the “Subscription FundsPurchase Price”). A minimum The Company agrees to sell such Units to the Subscriber for the Purchase Price, subject to the provisions of $10,000 of Units must be purchased by the PurchaserSection 1.7, unless a lower amount is agreed to by the Company, in its sole discretionbelow. (b) 1.2 The subscription period will begin as of June 21, 2017, the date of this Subscription Agreement and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Pacific Eastern Standard Time on September 21February 20, 2017 2020, unless extended on one or more occasions for up to an additional one hundred and eighty (180) days by the “Offering Period”), which may be extended until October 21, 2017 at the sole discretion Board of Directors of the Company (as defined below) in their joint discretion (the “Termination Date”). The Units will be offered for on a maximum of $2,000,000 “best efforts” basis as more particularly set forth in a that Confidential Private Placement Memorandum, dated June 21, 2017, Memorandum and any supplements thereto (the “Private Placement Offering Memorandum”) (), dated August 22, 2019. The minimum investment per subscription of the Offering is $50,000.00, subject to the Company’s right to increase accept a lesser amount. There is no minimum number of Units that must be sold to close the Offering amount to $3,000,000 in its sole discretion and without notice Offering. The Company may conduct one or more closings (each, a “Closing”) prior to the investors in the Offering). The Subscriber hereby acknowledges receipt of the Private Placement MemorandumMaximum Offering Amount of $30,250,000. In the event the Offering is oversubscribed in excess of the Maximum Offering Amount, the Offering may be increased up to the Over-Subscription Amount in the discretion of the Company (the “Over-Subscription”). The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Private Placement Offering Memorandum, one or more of which conditions may not occur. 1.3 The Purchase Price will be sent directly to the Company separate Bank of America Bank Account for this Offering (c) The certificates for the Shares“Offering Bank Account”), Class A Warrantsthe Company funds shall be transmitted directly to the Company at each Closing(s). Funds will be returned promptly, Class B Warrants without interest or offset if this Subscription Agreement is not accepted by the Company, or the Offering is terminated pursuant to its terms or by the Company prior to the any Closing. 1.4 Certificates representing the Shares and Class C the Warrants bearing the name of the Subscriber will be delivered by the Company no later than ten (10) business days within a reasonable amount of time following the final Closing Dateof the Offering. The Subscriber hereby authorizes and directs the Company to deliver the Securities aforementioned certificates to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated next to each Subscriber’s signature. (d) The Subscriber shall submit to XxxxxxXxxxxxxx.xxxin the Investor Questionnaire, a 3rd-party verification serviceform of which is attached hereto as Exhibit A. 1.5 The Purchase Price for the Units purchased hereunder shall be paid pursuant to the following instructions: Beneficiary NYIAX Bank of America Client Name: NYIAX Inc Client Contact: Account Number: ACH Rou_ng#: Wire Rou_ng#: State Name: New York (NY) Payable to: NYIAX, all documents and information necessary for XxxxxxXxxxxxxx.xxx to affirm Subscriber’s accreditation status. Inc. Mailed to: All checks which are mailed must be sent by overnight express (e) The Subscriber shall pay the Subscription Funds by delivering good funds in DHL, UPS, United States Dollars by way of wire transfer of funds Postal Service Express, or Federal Express) with tracking numbers provided to the Company. 1.6 The Company may, in their sole discretion, reject any subscription, in whole or in part. The wire transfer instructions are set forth Company may, in Exhibit D attached hereto and made its sole discretion, terminate or withdraw the Offering in its entirety at any time prior to a part hereof. (f) Upon receipt of the Subscription Funds and acceptance of Closing in relation thereto. If this Subscription by the Company, the Company shall take up the Subscription Funds (a “Closing” and the date of such Closing, the “Closing Date”) and issue to the Subscriber such number of Units represented by the amount of the accepted Subscription Funds. (g) The Subscriber acknowledges that the subscription for Units hereunder may be is rejected in whole or in part by the Company in its sole discretion and for any reason, notwithstanding prior receipt by the Subscriber of notice of acceptance of such subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Subscriber an executed copy of this Agreement. If this Agreement is rejected in whole, or the offering of Units Offering is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Subscription Agreement shall thereafter be of no further force or effect. If this Agreement subscription is rejected in part, the funds for the rejected portion of this Agreement subscription will be returned without interest or offset, and this Subscription Agreement will continue in full force and effect to the extent this Agreement subscription was accepted. The Company shall not be required to allocate among investors on a pro rata basis in the event of an over-subscription.

Subscription Procedure. (a) 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units shares of Common Stock as is set forth upon the signature page hereof at an aggregate purchase price as set forth on the Signature Page (the “Subscription FundsShares”). A minimum ) at a price of $10,000 of Units must be purchased by the Purchaser, unless a lower amount is agreed to by the Company, in its sole discretion. (b) The subscription period will begin as of June 21, 2017, and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Pacific Standard Time on September 21, 2017 0.40 per share (the “Offering Period”), which may be extended until October 21, 2017 at the sole discretion of the Company (the “Termination DatePurchase Price”). The Units will be offered for Company agrees to sell such Shares to the Subscriber at a maximum price per share equal to the Purchase Price. 1.2 On or prior to the closing of $2,000,000 the purchase of the Shares in the Offering (the “Closing”), the Subscriber shall deliver to the Company the following: (i) this Agreement, duly executed by the Subscriber, (ii) the Investor Questionnaire, the form of which is attached hereto as more particularly Exhibit A (the “Investor Questionnaire”), and (iii) the aggregate Purchase Price in United States Dollars and in immediately available funds, by wire transfer as follows: Wxxxx Fargo Bank Bank Routing #: 100000000 fbo - Ironclad Performance Wear Corp. Account # 4121370654 1.3 On or prior to the Closing, the Company shall deliver to the Subscriber this Agreement, duly executed by the Company. 1.4 The Closing shall occur on the date (the “Closing Date”) that all of the conditions set forth in a Confidential Private Placement Memorandum, dated June 21, 2017, Sections 1.2 and any supplements thereto (the “Private Placement Memorandum”) (subject to the Company’s right to increase the Offering amount to $3,000,000 in its sole discretion and without notice to the investors in the Offering)1.3 have been satisfied or duly waived. The Subscriber hereby acknowledges receipt Closing of the Private Placement Memorandum. The consummation purchase and sale of the Offering is subject to Shares shall take place at the satisfaction offices of a number of conditions to be further described in Sxxxxx Axxxxxxx & Markiles, LLP, 10000 Xxxxxxx Xxxxxxxxx, 00xx Xxxxx, Xxxxxxx Xxxx, California 91403, on the Private Placement Memorandum, one Closing Date or more of which conditions at such other locations or remotely by facsimile transmission or other electronic means as the parties may not occurmutually agree. (c) 1.5 The certificates for the Shares, Class A Warrants, Class B Warrants and Class C Warrants Shares bearing the name of the Subscriber will be delivered by the Company no later than ten fifteen (1015) business days following the Closing Date. The Subscriber hereby authorizes and directs the Company to deliver the Securities securities to be issued to such the Subscriber pursuant to this Subscription Agreement to the residential or business address indicated next to each Subscriber’s signaturein the Investor Questionnaire. (d) 1.6 The Company may, in its sole discretion, terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. The Company shall not be required to allocate among investors on a pro rata basis in the event of an over-subscription of the total number of Shares offered in the Offering. Subscriber shall submit understands that there is no minimum amount of Shares which must be sold prior to XxxxxxXxxxxxxx.xxx, a 3rd-party verification service, all documents and information necessary for XxxxxxXxxxxxxx.xxx to affirm Subscriber’s accreditation status. (e) The Subscriber shall pay the Subscription Funds by delivering good funds in United States Dollars by way of wire transfer release of funds to the Company hereunder, and further acknowledges and agrees that the subscription hereunder is not subject to, or otherwise conditioned upon, the subscription by any other purchaser of the Common Stock of the Company. The wire transfer instructions are set forth in Exhibit D attached hereto and made a part hereof. (fa) Upon receipt of Except with respect to Excluded Issuances, if at any time during the Subscription Funds and acceptance of this Subscription by the CompanyFull-Ratchet Period, the Company shall take up issue or sell or agree to issue or sell any shares of Common Stock or Common Stock Equivalents to any Person for a price per share less than the Subscription Funds Purchase Price (the “Lower Per Share Purchase Price”), then and in each such case (a “Closing” and the date of such ClosingTrigger Issuance”), the “Company shall issue, in connection with such Trigger Issuance, a number of additional shares of Common Stock to Subscriber equal to the difference of (A) the quotient of Subscriber’s aggregate Purchase Price divided by the Lower Per Share Purchase Price in such Trigger Issuance, minus (B) the sum of the number of shares of Common Stock issued to Subscriber on the Closing Date”) and issue to , plus the Subscriber such number of Units represented shares of Common Stock issued to Subscriber in connection with any prior Trigger Issuance. Promptly after each Trigger Issuance (but in no event more than five (5) business days thereafter), the Company shall issue irrevocable instructions authorizing its transfer agent to issue the Common Stock required by this Section 1.7. The price per share at which the Company issues or sells or agrees to issue or sell shares of Common Stock or Common Stock Equivalents shall be (i) in the case of shares of Common Stock, the quotient of the aggregate cash consideration received therefor plus the fair market value of the aggregate non-cash consideration received therefore, if any (as determined in good faith by the amount Board of Directors of the accepted Subscription Funds. (g) The Subscriber acknowledges that the subscription for Units hereunder may be rejected Company), in whole each case, before deduction therefrom of any expenses incurred or in part any underwriting commissions or concessions paid or allowed by the Company in its sole discretion and for any reasonconnection therewith, notwithstanding prior receipt divided by the Subscriber number of notice shares of acceptance Common Stock issued or sold, or agreed to be issued or sold; and (ii) in the case of Common Stock Equivalents, the applicable exercise or conversion price set forth therein or in the terms and conditions governing the rights therein. For the avoidance of doubt, the issuance of Common Stock Equivalents (and not the actual conversion or exercise of such subscription. The Company shall have no obligation hereunder until Common Stock Equivalent into shares of Common Stock) is the event that gives rise to the issuance of shares under this Section 1.7; provided, however, that if, during the Full Ratchet Period, the exercise, conversion or exchange price of such Common Stock Equivalent is decreased by the Company to a price below the Purchase Price in connection with an event that does not constitute a Trigger Issuance hereunder, such decrease shall execute and deliver be deemed to constitute a Trigger Issuance. (b) For purposes of this Section 1.7, (i) “Common Stock Equivalents” means any securities of the Company issued after the Closing Date which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock or other securities that entitle the holder to receive, directly or indirectly, Common Stock, (ii) “Excluded Issuances” means each of the following: (I) the issuance of securities upon the exercise or conversion of any Common Stock or Common Stock Equivalents issued by the Company prior to the Subscriber an executed copy date hereof and disclosed in reports filed by the Company pursuant to the Securities Exchange Act of 1934, as amended (all reports so filed by the Company are referred to herein as the “SEC Reports”), (II) the grant of options, warrants or other Common Stock Equivalents under any duly authorized Company stock option, restricted stock plan or stock purchase plan whether now existing or hereafter approved by the Company and its stockholders in the future, and the issuance of Common Stock in respect thereof, and (III) the issuance of Common Stock pursuant to this Agreement. If this Agreement , (iii) “Full Ratchet Period” means the period of time beginning on the Final Closing Date (as defined below) and ending on the date upon which the first Registration Statement filed pursuant to the provisions of Section 4 below is rejected in whole, or first declared effective by the offering of Units is terminated, all funds received from the Subscriber will be returned without interest or offsetSEC, and this Agreement shall thereafter be (iv) “Person” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of no further force or effect. If this Agreement is rejected in part, the funds for the rejected portion of this Agreement will be returned without interest or offset, and this Agreement will continue in full force and effect to the extent this Agreement was acceptedentity not specifically listed herein.

Subscription Procedure. (a) 1.1 Subject to the terms and conditions hereinafter set forthforth herein and in the Registration Statement, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units Shares as is set forth upon the signature page hereof at an aggregate purchase a price as set forth on the Signature Page of $0.01 per Share (the “Subscription FundsPurchase Price”). A minimum of $10,000 of Units must be purchased by The Company agrees to sell such Shares to the Purchaser, unless a lower amount is agreed to by Subscriber for the Company, in its sole discretionPurchase Price. (b) 1.2 The subscription period will begin as of June 21, 2017, the date the Registration Statement is declared effective by the Securities and Exchange Commission (“SEC”) and will terminate (if continue until the Closing Date Company has not sold all of the Shares it intends to sell in the Offering, unless terminated earlier occurred) at 5:00 PM Pacific Standard Time on September 21, 2017 by the Company in its sole and absolute discretion (the “Offering Period”), which may be extended until October 21, 2017 at the sole discretion of the Company (the “Termination Date”). The Units Shares will be offered for a maximum of $2,000,000 as more particularly set forth in a Confidential Private Placement Memorandum, dated June 21, 2017, and any supplements thereto (the “Private Placement Memorandum”) (subject to the Company’s right to increase the Offering amount to $3,000,000 in its sole discretion and without notice to the investors in the Offering). The Subscriber hereby acknowledges receipt of the Private Placement MemorandumRegistration Statement. The consummation of the Offering is subject to the satisfaction of a number the closing conditions set forth in Section 5 of conditions to be further described in the Private Placement Memorandum, one or more of which conditions may not occurthis Agreement. (c) 1.3 No arrangements have been made to place funds into escrow or any similar account. Upon receipt, offering proceeds will be deposited into the Company’s operating account and used to conduct its business and operations. 1.4 The certificates for the Shares, Class A Warrants, Class B Warrants and Class C Warrants Common Stock bearing the name of the Subscriber will be delivered by the Company no later than ten thirty (1030) business days following the Closing Dateof the Offering. The Subscriber hereby authorizes and directs the Company to deliver the Securities Shares to be issued to such the Subscriber pursuant to this Agreement and delivered to the residential or business address indicated next to each Subscriber’s signature. (d) The Subscriber shall submit to XxxxxxXxxxxxxx.xxx, a 3rd-party verification service, all documents and information necessary for XxxxxxXxxxxxxx.xxx to affirm Subscriber’s accreditation status. (e) The Subscriber shall pay on the Subscription Funds by delivering good funds in United States Dollars by way of wire transfer of funds to the Company. The wire transfer instructions are set forth in Exhibit D attached hereto and made a part signature page hereof. (f) Upon receipt of 1.5 This executed Subscription Agreement shall be forwarded to: Xxxxxxxx Xxxxxxxx Press Ventures, Inc. 0000 Xxxxx Xxxxxx XX Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0 1.6 The Purchase Price for the Subscription Funds and acceptance of this Subscription Shares purchased hereunder shall be paid by the Companycheck or wire transfer to PRESS VENTURES, the Company shall take up the Subscription Funds (a “Closing” and the date of such Closing, the “Closing Date”) and issue to the Subscriber such number of Units represented by the amount of the accepted Subscription FundsINC. (g) 1.7 The Subscriber acknowledges that the subscription for Units hereunder may be rejected Company may, in its sole discretion, reject any subscription, in whole or in part by part, or terminate or withdraw the Company Offering in its sole discretion and for entirety at any reason, notwithstanding time prior receipt by the Subscriber of notice of acceptance of such subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Subscriber an executed copy of this Agreement. If this Agreement is rejected in whole, or the offering of Units is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Agreement shall thereafter be of no further force or effect. If this Agreement is rejected in part, the funds for the rejected portion of this Agreement will be returned without interest or offset, and this Agreement will continue in full force and effect to the extent this Agreement was acceptedClosing.

Subscription Procedure. (a) 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such the number of Units shares of Common Stock as is set forth upon the signature page hereof at an aggregate purchase a price as set forth on the Signature Page of $3.30 per share (the “Subscription FundsPurchase Price”). A minimum The Company agrees to sell such shares of $10,000 Common Stock to the Subscriber for the Purchase Price, subject to the provisions of Units must be purchased by the PurchaserSection 1.7, unless a lower amount is agreed to by the Company, in its sole discretionbelow. (b) 1.2 The subscription period will begin as of June 21May 25, 2017, 2016 and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Pacific Eastern Standard Time on September 21July 25, 2017 (the “Offering Period”)2016, which may be unless extended until October 21, 2017 at the sole discretion of for up to an additional 30 days by the Company and the Placement Agent (as defined below) (the “Termination Date”). The Units Common Stock will be offered for on a maximum of $2,000,000 “best efforts” basis as more particularly set forth in a that Confidential Private Placement Memorandum, dated June 21, 2017, Memorandum and any supplements thereto (the “Private Placement Offering Memorandum”) (), dated May 26, 2016. The minimum investment per subscription of this Offering is $50,000.00, subject to the Company’s right to increase the Offering amount accept a lesser amount. There is no minimum number of Shares that must be sold to $3,000,000 in its sole discretion and without notice close this Offering. The Company may conduct one or more closings (each, a “Closing”) prior to the investors in the Offering). The Subscriber hereby acknowledges receipt of the Private Placement Memorandummaximum offering amount of $2,500,000. The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Private Placement Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of the Common Stock will be made by WestPark Capital, Inc. (cthe “Placement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum. 1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) The certificates by and among the Placement Agent, the Company and Signature Bank, N.A., as escrow agent (the “Escrow Agent”), and such escrowed funds shall be transmitted and maintained in compliance with SEC Rule 15c2-4, as promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and shall be released to the Company at one or more Closings. Such funds will be held for the SharesSubscriber’s benefit, Class A Warrantsand will be returned promptly, Class B Warrants and Class C Warrants without interest or offset if this Subscription Agreement is not accepted by the Company, or the Offering is terminated pursuant to its terms or by the Company or the Placement Agent prior to the any Closing. 1.5 Certificates representing shares of Common Stock bearing the name of the Subscriber will be delivered by the Company no later than ten (10) business days within a reasonable amount of time following the final Closing Dateof the Offering. The Subscriber hereby authorizes and directs the Company to deliver the Securities aforementioned certificates to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated next to each Subscriber’s signaturein the Investor Questionnaire, as attached. (d) 1.6 The Subscriber Purchase Price for the Shares purchased hereunder shall submit to XxxxxxXxxxxxxx.xxx, a 3rd-party verification service, all documents and information necessary for XxxxxxXxxxxxxx.xxx to affirm Subscriber’s accreditation status. (e) The Subscriber shall pay the Subscription Funds by delivering good funds in United States Dollars by way of wire transfer of funds be paid to the CompanyEscrow Agent pursuant to the following instructions: If by wire transfer: If by check: Payable to: Memo: Mailed to: 1.7 The Company or the Placement Agent, may, in their sole discretion, reject any subscription, in whole or in part. The wire transfer instructions are set forth Company may, in Exhibit D attached hereto and made its sole discretion, terminate or withdraw the Offering in its entirety at any time prior to a part hereof. (f) Upon receipt of the Subscription Funds and acceptance of Closing in relation thereto. If this Subscription by the Company, the Company shall take up the Subscription Funds (a “Closing” and the date of such Closing, the “Closing Date”) and issue to the Subscriber such number of Units represented by the amount of the accepted Subscription Funds. (g) The Subscriber acknowledges that the subscription for Units hereunder may be is rejected in whole or in part by the Company in its sole discretion and for any reason, notwithstanding prior receipt by the Subscriber of notice of acceptance of such subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Subscriber an executed copy of this Agreement. If this Agreement is rejected in whole, or the offering of Units Offering is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Subscription Agreement shall thereafter be of no further force or effect. If this Agreement subscription is rejected in part, the funds for the rejected portion of this Agreement subscription will be returned without interest or offset, and this Subscription Agreement will continue in full force and effect to the extent this Agreement subscription was accepted. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in the event of an over-subscription.

Subscription Procedure. (a) 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units Shares as is set forth upon the signature page hereof at an aggregate purchase a price as set forth on the Signature Page of $2.25 per Share (the “Subscription FundsPurchase Price”). A minimum The Company agrees to sell such Shares to the Subscriber for the Purchase Price, subject to the provisions of $10,000 of Units must be purchased by the Purchaser, unless a lower amount is agreed to by the Company, in its sole discretionSection 1.7 below. (b) 1.2 The subscription period will begin as of June 21on November [8], 2017, 2010 and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Pacific Eastern Standard Time on September 21March 31, 2017 2011, unless extended for up to an additional 90 days by the Company, Wesen BVI and the Placement Agent (the “Offering Period”), which may be extended until October 21, 2017 at the sole discretion of the Company as defined below) (the “Termination Date”). The Units Shares will be offered for a maximum of $2,000,000 as more particularly set forth in a Confidential Private Placement Memorandum, dated June 21, 2017, Memorandum and any supplements thereto (the “Private Placement Offering Memorandum”), which shall supersede in its entirety that Executive Summary dated October 27, 2010, in addition to other offering memoranda. The Offering will take place through an initial closing on the Closing Date, and there may be one or more subsequent closings of the Offering thereafter, with the closing applicable to this Subscription Agreement being referred to as the “Closing.” The final Offering Memorandum will be provided to Subscribers in the Offering no later than one (1) (subject day prior to the Company’s right to increase the Offering amount to $3,000,000 in its sole discretion and without notice to the investors in the Offering). The Subscriber hereby acknowledges receipt of the Private Placement Memorandumapplicable Closing. The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Private Placement Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of the Shares will be made by WestPark Capital, Inc. (cthe “Placement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum. 1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement Agent, the Company and Wxxxx Fargo, National Association, as escrow agent (the “Escrow Agent”), and such escrowed funds shall be transmitted and maintained in compliance with SEC Rule 15c2-4, as promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and shall be paid over to the Company at the Closing. Such funds will be held for the Subscriber's benefit, and will be returned promptly, without interest or offset if this Subscription Agreement is not accepted by the Company, the Offering is terminated pursuant to its terms or by the Company or the Placement Agent prior to the Closing, or the Minimum Offering Amount is not sold. 1.5 The certificates for the Shares, Class A Warrants, Class B Warrants and Class C Warrants Shares bearing the name of the Subscriber will be delivered by the Company no later than ten (10) business days within a reasonable amount of time following the final Closing Dateof the Offering. The Subscriber hereby authorizes and directs the Company to deliver the Securities Shares to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated next to each Subscriber’s signaturein the Investor Questionnaire, as attached. (d) 1.6 The Subscriber Purchase Price for the Shares purchased hereunder shall submit to XxxxxxXxxxxxxx.xxx, a 3rd-party verification service, all documents and information necessary for XxxxxxXxxxxxxx.xxx to affirm Subscriber’s accreditation status. (e) The Subscriber shall pay the Subscription Funds by delivering good funds in United States Dollars by way of wire transfer of funds be paid to the Company. The wire transfer instructions are set forth in Exhibit D attached hereto and made a part hereof. (f) Upon receipt of the Subscription Funds and acceptance of this Subscription by the Company, the Company shall take up the Subscription Funds (a “Closing” and the date of such Closing, the “Closing Date”) and issue Escrow Agent pursuant to the Subscriber such number of Units represented following instructions: If by the amount of the accepted wire transfer: Wxxxx Fargo Bank, N.A. ABA # 100000000 BNF: Corporate Trust Clearing FFC: Esc A/C #: 80617700 SRKP 23/ WestPark Capital Subscription Funds.Attn: Kxxx Xxx (000) 000-0000 Payable to: “Wxxxx Fargo Bank, N.A.” Memo: “SRKP 23/ WestPark Capital” Mailed to: 1000 Xxxxxx xx xxx Xxxxx, Xxxxx 000 Xxx Xxxxxxx, XX 00000 Attn: Pxxx Xxxxxxxx (000) 000-0000 (g) 1.7 The Subscriber acknowledges that the subscription for Units hereunder may be rejected Company and/or Wesen BVI may, in their sole discretion, reject any subscription, in whole or in part by part, or terminate or withdraw the Company Offering in its sole discretion and for entirety at any reason, notwithstanding time prior receipt by the Subscriber of notice of acceptance of such subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Subscriber an executed copy of this Agreementa Closing in relation thereto. If this Agreement subscription is rejected in whole, the Offering is terminated or the offering of Units Minimum Offering Amount is terminatednot raised, all funds received from the Subscriber will be returned without interest or offset, and this Subscription Agreement shall thereafter be of no further force or effect. If this Agreement subscription is rejected in part, the funds for the rejected portion of this Agreement subscription will be returned without interest or offset, and this Subscription Agreement will continue in full force and effect to the extent this Agreement subscription was accepted. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in the event of an over-subscription.

Subscription Procedure. (a) 1.1 Subject to the terms and conditions hereinafter set forthforth herein and in the Registration Statement, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units Shares as is set forth upon the signature page hereof at an aggregate purchase a price as set forth on the Signature Page of $0.25 per Share (the “Subscription FundsPurchase Price”). A minimum of $10,000 of Units must be purchased by The Company agrees to sell such Shares to the Purchaser, unless a lower amount is agreed to by Subscriber for the Company, in its sole discretionPurchase Price. (b) 1.2 The subscription period will begin as of June 21, 2017, the date the Registration Statement is declared effective by the Securities and Exchange Commission (“SEC”) and will terminate (if on October 31, 2008, unless terminated earlier by the Closing Date has not earlier occurred) at 5:00 PM Pacific Standard Time on September 21, 2017 Company in its sole and absolute discretion (the “Offering Period”), which may be extended until October 21, 2017 at the sole discretion of the Company (the “Termination Date”). The Units Shares will be offered for on a minimum/maximum of $2,000,000 basis as more particularly set forth in a Confidential Private Placement Memorandum, dated June 21, 2017, and any supplements thereto (the “Private Placement Memorandum”) (subject to the Company’s right to increase the Offering amount to $3,000,000 in its sole discretion and without notice to the investors in the Offering)Registration Statement. The minimum dollar amount of Shares that may be purchased by the Subscriber hereby acknowledges receipt of is $1,250 unless the Private Placement MemorandumCompany elects to waive the requirement. The consummation of the Offering is subject to the satisfaction of a number the closing conditions set forth in Section 5 of conditions this Agreement. 1.3 The Purchase Price will be placed in escrow at Charter One Bank pursuant to an escrow agreement by and between the Company and its escrow agent, Synergy Law Group, LLC (the “Escrow Agreement”), and shall be further described paid over to the Company at the closing of the purchase of the Shares in the Private Placement Memorandum, one or more of which conditions may not occurOffering pursuant to this Agreement (the “Closing”). (c) 1.4 The certificates for the Shares, Class A Warrants, Class B Warrants and Class C Warrants Common Stock bearing the name of the Subscriber will be delivered by the Company no later than ten twenty (1020) business days following the Closing Dateof the Offering. The Subscriber hereby authorizes and directs the Company to deliver the Securities Shares to be issued to such the Subscriber pursuant to this Agreement and delivered to the residential or business address indicated next to each Subscriber’s signature. (d) The Subscriber shall submit to XxxxxxXxxxxxxx.xxx, a 3rd-party verification service, all documents and information necessary for XxxxxxXxxxxxxx.xxx to affirm Subscriber’s accreditation status. (e) The Subscriber shall pay on the Subscription Funds by delivering good funds in United States Dollars by way of wire transfer of funds to the Company. The wire transfer instructions are set forth in Exhibit D attached hereto and made a part signature page hereof. (f) Upon receipt 1.5 This executed Subscription Agreement shall be forwarded to: Xxxxx XxXxxxx Synergy Law Group, LLC 000 Xxxx Xxxxxxxx Xxxxxx Suite 600 Chicago, IL 60661 1.6 The Purchase Price for the Shares purchased hereunder shall be paid by wire transfer to Charter One Bank in an amount equal to the total purchase price for the number of Shares you desire to purchase, as per the following instructions: CHARTER ONE BANK FED ABA# 000000000 C/O TITLE STARTS ESCROW # 4512173977 All wire transfers should be accompanied by a facsimile notification of the Subscription Funds and acceptance of this Subscription by the Company, the Company shall take up the Subscription Funds (a “Closing” and the date of such Closing, the “Closing Date”) and issue wire to the Subscriber such number attention of Units represented by the amount of the accepted Subscription FundsXxxxx XxXxxxx at 312.454.0261. (g) 1.7 The Subscriber acknowledges that the subscription for Units hereunder may be rejected Company may, in its sole discretion, reject any subscription, in whole or in part by part, or terminate or withdraw the Company Offering in its sole discretion and for entirety at any reason, notwithstanding time prior receipt by the Subscriber of notice of acceptance of such subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Subscriber an executed copy of this Agreement. If this Agreement is rejected in whole, or the offering of Units is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Agreement shall thereafter be of no further force or effect. If this Agreement is rejected in part, the funds for the rejected portion of this Agreement will be returned without interest or offset, and this Agreement will continue in full force and effect to the extent this Agreement was acceptedClosing.

Subscription Procedure. (a) Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units Shares as is set forth upon the signature page hereof at an aggregate a purchase price as set forth on the Signature Page of $0.03 per share (the “Subscription FundsPurchase Price”). A minimum of $10,000 of Units must be purchased by The Company agrees to sell such Shares to the Purchaser, unless a lower amount is agreed to by Subscriber for the Company, in its sole discretionPurchase Price (the “Offering”). (b) The subscription period will begin as of June 21October 22, 20172013, and will terminate (if the Closing Date closing date has not earlier occurred) at 5:00 PM Pacific Standard Eastern Time on September 21November 30, 2017 (the “Offering Period”)2013, which may be unless extended until October 21, 2017 at the sole discretion of by the Company (the “Termination Date”). The Units Shares will be offered for on a maximum of $2,000,000 “best efforts” basis as more particularly set forth in a Confidential Private Placement Memorandum, dated June 21, 2017, Memorandum and any supplements thereto (the “Private Placement Offering Memorandum”) (subject to the Company’s right to increase the Offering amount to $3,000,000 in its sole discretion and without notice to the investors in the Offering). The Subscriber hereby acknowledges receipt of final Offering Memorandum will be provided to Subscribers in the Private Placement MemorandumOffering no later than two days prior to the Termination Date. The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Private Placement Offering Memorandum, one or more of which conditions may not occur. (c) The certificates for the Shares, Class A Warrants, Class B Warrants and Class C Warrants shares bearing the name of the Subscriber will be delivered by the Company no later than ten sixty (1060) business days following the Closing Dateclosing date. The Subscriber hereby authorizes and directs the Company to deliver the Securities Shares to be issued to such Subscriber pursuant to this Agreement to the residential or business address indicated next to each Subscriber’s signature.in the Investor Questionnaire, attached hereto as Exhibit A. (d) The Subscriber Purchase Price for the Shares purchased hereunder shall submit be paid by certified check, payable to XxxxxxXxxxxxxx.xxxNatural Gas Fueling and Conversion Inc., a 3rd-party verification service, all documents or by wire transfer pursuant to the following instructions: Account Name: Natural Gas Fueling and information necessary for XxxxxxXxxxxxxx.xxx to affirm Subscriber’s accreditation status.Conversion Inc. Bank: ________________________________ Account #: ________________________________ Routing #: ________________________________ (e) The Subscriber shall pay the Subscription Funds by delivering good funds in United States Dollars by way of wire transfer of funds to the Company. The wire transfer instructions are set forth in Exhibit D attached hereto and made a part hereof. (f) Upon receipt of the Subscription Funds and acceptance of this Subscription by the Company, the Company shall take up the Subscription Funds (a “Closing” and the date of such Closingin its sole discretion, the “Closing Date”) and issue to the Subscriber such number of Units represented by the amount of the accepted Subscription Funds. (g) The Subscriber acknowledges that the subscription for Units hereunder may be rejected reject any subscription, in whole or in part by part, or terminate or withdraw the Company Offering in its sole discretion and for entirety at any reason, notwithstanding time prior receipt by the Subscriber of notice of acceptance of such subscriptionto a closing in relation thereto. The Company shall have no obligation hereunder until is not required to allocate among investors on a pro rata basis in the Company shall execute and deliver to the Subscriber event of an executed copy of this Agreement. If this Agreement is rejected in whole, or the offering of Units is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Agreement shall thereafter be of no further force or effect. If this Agreement is rejected in part, the funds for the rejected portion of this Agreement will be returned without interest or offset, and this Agreement will continue in full force and effect to the extent this Agreement was acceptedover-subscription.

Subscription Procedure. (a) 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units shares of Common Stock as is set forth upon the signature page hereof at an aggregate purchase a price as set forth on the Signature Page of $1.00 per share (the “Subscription Funds”"Purchase Price"). A minimum The Company agrees to sell such shares of $10,000 of Units must be purchased by Common Stock to the Purchaser, unless a lower amount is agreed to by Subscriber for the Company, in its sole discretionPurchase Price. (b) 1.2 The subscription period will begin as of June 21December 14, 2017, 2004 and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Pacific Eastern Standard Time on September 21December 15, 2017 2004, unless extended by the Company and Trafficlogic for up to an additional 90 days (the “Offering Period”), which may be extended until October 21, 2017 at the sole discretion of the Company (the “"Termination Date”"). The Units Common Stock will be offered for a maximum of $2,000,000 and sold as more particularly set forth in a the Confidential Private Placement MemorandumOffering Memorandum dated December 14, dated June 21, 2017, 2004 and any supplements thereto (the “Private Placement "Offering Memorandum”) (subject to the Company’s right to increase the Offering amount to $3,000,000 in its sole discretion and without notice to the investors in the Offering"). The minimum dollar amount of Common Stock that may be purchased by the Subscriber hereby acknowledges receipt of is $25,000 unless Trafficlogic and the Private Placement MemorandumCompany waive the minimum purchase requirement. The consummation of the Offering is subject to the satisfaction of a number of conditions to be conditions, as further described in the Private Placement Offering Memorandum, one or more of which conditions may not occur. 1.3 The Purchase Price will be placed in escrow pursuant to an escrow agreement by and among, the Company, Trafficlogic and McGuireWoods LLP as escrow agent (cthe "Escrow Agreement") and shall be paid over to the Company at the closing of the purchase of the Common Stock in the Offering (the "Closing") to occur on the Closing Date. 1.4 The certificates for the Shares, Class A Warrants, Class B Warrants and Class C Warrants Common Stock bearing the name of the Subscriber will be delivered by the Company no later than ten fifteen (1015) business days following the Closing Date. The Subscriber hereby authorizes and directs the Company to deliver the Securities securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated next to each Subscriber’s signaturein the Investor Questionnaire attached hereto as Exhibit A (the "Investor Questionnaire"). 1.5 The Purchase Price for the Common Stock purchased hereunder shall be paid only by (di) The Subscriber shall submit certified check, payable to XxxxxxXxxxxxxx.xxxMcGuireWoods LLP, a 3rd-party verification service, all documents and information necessary for XxxxxxXxxxxxxx.xxx to affirm Subscriber’s accreditation status. as escrow agent or (eii) The Subscriber shall pay the Subscription Funds by delivering good funds in United States Dollars by way of wire transfer of funds to McGuireWoods LLP pursuant to the Companyfollowing instructions: BANK OF AMERICA ABA: 026009593 (Domestic Wires) Swift Code: BOFAUS3N (Internatioxxx Xxxxx) Credit: McGuireWoods LLP IOLXX Xxxxxnt Account Number: 2101206537 Reference: (Louis W. Zehil / 2043356-0001) Trafficlogic/MAC Subscription Xxxxxx XxXxxreWoods Accounting Contact: Kareemah L. Boone (804) 775-1239 Bank Contact: Patrick Comia (888) 840-0000, Xxx. 0, Xxx. 00000 1.6 The wire transfer instructions are set forth in Exhibit D attached hereto and made a part hereof. (f) Upon receipt of the Subscription Funds and acceptance of this Subscription by the CompanyCompaxx xxx Xxxxxxcxxxxx xxx, the Company shall take up the Subscription Funds (a “Closing” and the date of such Closingxx their sole discretion, the “Closing Date”) and issue to the Subscriber such number of Units represented by the amount of the accepted Subscription Funds. (g) The Subscriber acknowledges that the subscription for Units hereunder may be rejected reject any subscription, in whole or in part by part, or terminate or withdraw the Company Offering in its sole discretion and for entirety at any reason, notwithstanding time prior receipt by the Subscriber of notice of acceptance of such subscriptionto a closing thereof. The Company shall have no obligation hereunder until the Company shall execute and deliver not be required to the Subscriber an executed copy allocate shares of this Agreement. If this Agreement is rejected in wholeCommon Stock among investors on a pro rata, or any other, basis in the offering event of Units is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Agreement shall thereafter be of no further force or effect. If this Agreement is rejected in part, the funds for the rejected portion of this Agreement will be returned without interest or offset, and this Agreement will continue in full force and effect to the extent this Agreement was acceptedover-subscription therefor.

Subscription Procedure. (a) 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units Shares as is set forth upon the signature page hereof at an aggregate purchase a price as set forth on the Signature Page of $1.10 per Share (the “Subscription FundsPurchase Price”). A minimum of $10,000 of Units must be purchased by The Company agrees to sell such Shares to the Purchaser, unless a lower amount is agreed to by Subscriber for the Company, in its sole discretionPurchase Price. (b) 1.2 The subscription period will begin as of June August 21, 2017, 2008 and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Pacific Eastern Standard Time on September 21October 31, 2017 2008, unless extended by the Company, Podium and the Placement Agent (the “Offering Period”), which may be extended until October 21, 2017 at the sole discretion of the Company as defined below) for up to an additional 90 days (the “Termination Date”). The Units Shares will be offered for on a maximum of $2,000,000 “best efforts” basis as more particularly set forth in a Confidential Private Placement Memorandum, dated June 21, 2017, Memorandum and any supplements thereto (the “Private Placement Offering Memorandum”) which shall supersede in its entirety that Executive Summary dated August 19, 2008. The final Offering Memorandum will be provided to Subscribers in the Offering no later than one (subject 1) day prior to the Company’s right to increase the Offering amount to $3,000,000 in its sole discretion and without notice to the investors in the Offering). The Subscriber hereby acknowledges receipt of the Private Placement MemorandumTermination Date. The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Private Placement Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of Shares will be made by WestPark Capital, Inc. (cthe “Placement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum. 1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement Agent, the Company and Dxxxx Xxxxx, Esq. as escrow agent, and shall be paid over to the Company at the closing of the purchase of the Shares in the Offering (the “Closing”) to occur on the Closing Date. 1.5 The certificates for the Shares, Class A Warrants, Class B Warrants and Class C Warrants Shares bearing the name of the Subscriber will be delivered by the Company no later than ten thirty (1030) business days following the Closing Date. The Subscriber hereby authorizes and directs the Company to deliver the Securities securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated next to each Subscriber’s signaturein the Investor Questionnaire, as attached. (d) 1.6 The Subscriber Purchase Price for the Shares purchased hereunder shall submit be paid by certified check, payable to XxxxxxXxxxxxxx.xxxLaw Offices of Dxxxx X. Xxxxx, a 3rd-party verification serviceProfessional Corporation, all documents and information necessary for XxxxxxXxxxxxxx.xxx to affirm Subscriber’s accreditation status. (e) The Subscriber shall pay the Subscription Funds as escrow agent, or by delivering good funds in United States Dollars by way of wire transfer to Law Offices of funds Dxxxx X. Xxxxx pursuant to the Company. The wire transfer instructions are set forth in Exhibit D attached hereto and made following instructions: Law Offices of Dxxxx X. Xxxxx, a part hereof. (f) Upon receipt Professional Corporation Subscription Escrow Account #1 Wxxxx Fargo Bank 1801 Avenue of the Subscription Funds and acceptance of this Subscription by the CompanyStars Lxx Xxxxxxx, the XX 00000 Account # 9371477226 ABA # 100000000 1.7 The Company shall take up the Subscription Funds (a “Closing” and the date of such Closingand/or Podium may, the “Closing Date”) and issue to the Subscriber such number of Units represented by the amount of the accepted Subscription Funds. (g) The Subscriber acknowledges that the subscription for Units hereunder may be rejected in their sole discretion, reject any subscription, in whole or in part by part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in its sole discretion and for any reason, notwithstanding prior receipt by the Subscriber event of notice of acceptance of such an over-subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Subscriber an executed copy of this Agreement. If this Agreement is rejected in whole, or the offering of Units is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Agreement shall thereafter be of no further force or effect. If this Agreement is rejected in part, the funds for the rejected portion of this Agreement will be returned without interest or offset, and this Agreement will continue in full force and effect to the extent this Agreement was accepted.

Subscription Procedure. (a) 1.1 Subject to the terms and conditions hereinafter set forthforth herein and in the Registration Statement, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units Shares as is set forth upon the signature page hereof at an aggregate purchase a price as set forth on the Signature Page of $0.01 per Share (the “Subscription FundsPurchase Price”). A minimum of $10,000 of Units must be purchased by The Company agrees to sell such Shares to the Purchaser, unless a lower amount is agreed to by Subscriber for the Company, in its sole discretionPurchase Price. (b) 1.2 The subscription period will begin as of June 21, 2017, the date the Registration Statement is declared effective by the Securities and Exchange Commission (“SEC”) and will terminate (if continue until 180 days thereafter, unless terminated earlier by the Closing Date has not earlier occurred) at 5:00 PM Pacific Standard Time on September 21, 2017 Company in its sole and absolute discretion (the “Offering Period”), which may be extended until October 21, 2017 at the sole discretion of the Company (the “Termination Date”). The Units Shares will be offered for a maximum of $2,000,000 as more particularly set forth in a Confidential Private Placement Memorandum, dated June 21, 2017, and any supplements thereto (the “Private Placement Memorandum”) (subject to the Company’s right to increase the Offering amount to $3,000,000 in its sole discretion and without notice to the investors in the Offering). The Subscriber hereby acknowledges receipt of the Private Placement MemorandumRegistration Statement. The consummation of the Offering is subject to the satisfaction of a number the closing conditions set forth in Section 5 of conditions to be further described in the Private Placement Memorandum, one or more of which conditions may not occurthis Agreement. (c) 1.3 Subscription funds will be held in a commercial checking account. If the Company has not received subscriptions for 2,800,000 shares of its common stock upon expiration of the Offering Period, subscription funds will be returned to investors without interest or deduction. 1.4 The certificates for the Shares, Class A Warrants, Class B Warrants and Class C Warrants Common Stock bearing the name of the Subscriber will be delivered by the Company no later than ten thirty (1030) business days following the Closing Dateof the Offering. The Subscriber hereby authorizes and directs the Company to deliver the Securities Shares to be issued to such the Subscriber pursuant to this Agreement and delivered to the residential or business address indicated next to each Subscriber’s signature. (d) The Subscriber shall submit to XxxxxxXxxxxxxx.xxx, a 3rd-party verification service, all documents and information necessary for XxxxxxXxxxxxxx.xxx to affirm Subscriber’s accreditation status. (e) The Subscriber shall pay on the Subscription Funds by delivering good funds in United States Dollars by way of wire transfer of funds to the Company. The wire transfer instructions are set forth in Exhibit D attached hereto and made a part signature page hereof. (f) Upon receipt of 1.5 This executed Subscription Agreement shall be forwarded to: Xxxxxxxx Xxxxxxxx Press Ventures, Inc. 0000 Xxxxx Xxxxxx XX Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0 1.6 The Purchase Price for the Subscription Funds and acceptance of this Subscription Shares purchased hereunder shall be paid by the Companycheck or wire transfer to PRESS VENTURES, the Company shall take up the Subscription Funds (a “Closing” and the date of such Closing, the “Closing Date”) and issue to the Subscriber such number of Units represented by the amount of the accepted Subscription FundsINC. (g) 1.7 The Subscriber acknowledges that the subscription for Units hereunder may be rejected Company may, in its sole discretion, reject any subscription, in whole or in part by part, or terminate or withdraw the Company Offering in its sole discretion and for entirety at any reason, notwithstanding time prior receipt by the Subscriber of notice of acceptance of such subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Subscriber an executed copy of this Agreement. If this Agreement is rejected in whole, or the offering of Units is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Agreement shall thereafter be of no further force or effect. If this Agreement is rejected in part, the funds for the rejected portion of this Agreement will be returned without interest or offset, and this Agreement will continue in full force and effect to the extent this Agreement was acceptedClosing.

Subscription Procedure. (a) 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units shares of Common Stock as is set forth upon the signature page hereof at an aggregate purchase price as set forth on the Signature Page (the “Subscription FundsShares”). A minimum ) at a price of $10,000 of Units must be purchased by the Purchaser, unless a lower amount is agreed to by the Company, in its sole discretion. (b) The subscription period will begin as of June 21, 2017, and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Pacific Standard Time on September 21, 2017 0.05 per share (the “Offering Period”), which may be extended until October 21, 2017 at the sole discretion of the Company (the “Termination DatePurchase Price”). The Units will Company agrees to sell such Shares to the Subscriber at a price per share equal to the Purchase Price. 1.2 On or prior to the closing of the purchase of the Shares in the Offering (the “Closing”), the Subscriber shall deliver to the Company the following: (i) this Agreement, duly executed by the Subscriber, and (iii) the aggregate Purchase Price in United States Dollars, which Subscriber and Company agree shall be offered for a maximum made as an offset of $2,000,000 as more particularly 50,000.00 against amounts currently due to Subscriber from Comapany. 1.3 On or prior to the Closing, the Company shall deliver to the Subscriber this Agreement, duly executed by the Company. 1.4 The Closing shall occur on the date (the “Closing Date”) that all of the conditions set forth in a Confidential Private Placement Memorandum, dated June 21, 2017, Sections 1.2 and any supplements thereto (the “Private Placement Memorandum”) (subject to the Company’s right to increase the Offering amount to $3,000,000 in its sole discretion and without notice to the investors in the Offering)1.3 have been satisfied or duly waived. The Subscriber hereby acknowledges receipt Closing of the Private Placement Memorandum. The consummation purchase and sale of the Offering is subject to Shares shall take place at the satisfaction offices of a number of conditions to be further described in Xxxxxx Xxxxxxxx & Markiles, LLP, 00000 Xxxxxxx Xxxxxxxxx, 00xx Xxxxx, Xxxxxxx Xxxx, California 91403, on the Private Placement Memorandum, one Closing Date or more of which conditions at such other locations or remotely by facsimile transmission or other electronic means as the parties may not occurmutually agree. (c) 1.5 The certificates for the Shares, Class A Warrants, Class B Warrants and Class C Warrants Shares bearing the name of the individual partners of Subscriber as set forth on EXHIBIT A will be delivered by the Company no later than ten fifteen (1015) business days following the Closing Date. The Subscriber hereby authorizes and directs the Company to deliver the Securities securities to be issued to such the Subscriber pursuant to this Subscription Agreement to the residential or business address of subscriber indicated next to each Subscriber’s signatureon the signature page hereto. (d) 1.6 The Company may, in its sole discretion, terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. The Company shall not be required to allocate among investors on a pro rata basis in the event of an over-subscription of the total number of Shares offered in the Offering. Subscriber shall submit understands that 30,000,000 shares must be sold prior to XxxxxxXxxxxxxx.xxx, a 3rd-party verification service, all documents and information necessary for XxxxxxXxxxxxxx.xxx to affirm Subscriber’s accreditation status. (e) The Subscriber shall pay the Subscription Funds by delivering good funds in United States Dollars by way of wire transfer release of funds to the Company. The wire transfer instructions are set forth in Exhibit D attached hereto and made a part hereofCompany hereunder. (f) Upon receipt of the Subscription Funds and acceptance of this Subscription by the Company, the Company shall take up the Subscription Funds (a “Closing” and the date of such Closing, the “Closing Date”) and issue to the Subscriber such number of Units represented by the amount of the accepted Subscription Funds. (g) The Subscriber acknowledges that the subscription for Units hereunder may be rejected in whole or in part by the Company in its sole discretion and for any reason, notwithstanding prior receipt by the Subscriber of notice of acceptance of such subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Subscriber an executed copy of this Agreement. If this Agreement is rejected in whole, or the offering of Units is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Agreement shall thereafter be of no further force or effect. If this Agreement is rejected in part, the funds for the rejected portion of this Agreement will be returned without interest or offset, and this Agreement will continue in full force and effect to the extent this Agreement was accepted.

Subscription Procedure. (a) 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units shares of Common Stock as is set forth upon the signature page hereof at an aggregate purchase price as set forth on the Signature Page (the “Subscription FundsShares”). A minimum ) at a price of $10,000 of Units must be purchased by the Purchaser, unless a lower amount is agreed to by the Company, in its sole discretion. (b) The subscription period will begin as of June 21, 2017, and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Pacific Standard Time on September 21, 2017 0.20 per share (the “Offering Period”), which may be extended until October 21, 2017 at the sole discretion of the Company (the “Termination DatePurchase Price”). The Units will be offered for Company agrees to sell such Shares to the Subscriber at a maximum price per share equal to the Purchase Price. 1.2 On or prior to the closing of $2,000,000 the purchase of the Shares in the Offering (the “Closing”), the Subscriber shall deliver to the Company the following: (i) this Agreement, duly executed by the Subscriber, (ii) the Investor Questionnaire, the form of which is attached hereto as more particularly Exhibit A (the “Investor Questionnaire”), and (iii) the aggregate Purchase Price in United States Dollars and in immediately available funds, by wire transfer as follows: Wxxxx Fargo Bank Bank Routing #: 100000000 fbo - Ironclad Performance Wear Corp. Account # 4121370654 1.3 On or prior to the Closing, the Company shall deliver to the Subscriber this Agreement, duly executed by the Company. 1.4 The Closing shall occur on the date (the “Closing Date”) that all of the conditions set forth in a Confidential Private Placement Memorandum, dated June 21, 2017, Sections 1.2 and any supplements thereto (the “Private Placement Memorandum”) (subject to the Company’s right to increase the Offering amount to $3,000,000 in its sole discretion and without notice to the investors in the Offering)1.3 have been satisfied or duly waived. The Subscriber hereby acknowledges receipt Closing of the Private Placement Memorandum. The consummation purchase and sale of the Offering is subject to Shares shall take place at the satisfaction offices of a number of conditions to be further described in Sxxxxx Axxxxxxx & Markiles, LLP, 10000 Xxxxxxx Xxxxxxxxx, 00xx Xxxxx, Xxxxxxx Xxxx, California 91403, on the Private Placement Memorandum, one Closing Date or more of which conditions at such other locations or remotely by facsimile transmission or other electronic means as the parties may not occurmutually agree. (c) 1.5 The certificates for the Shares, Class A Warrants, Class B Warrants and Class C Warrants Shares bearing the name of the Subscriber will be delivered by the Company no later than ten fifteen (1015) business days following the Closing Date. The Subscriber hereby authorizes and directs the Company to deliver the Securities securities to be issued to such the Subscriber pursuant to this Subscription Agreement to the residential or business address indicated next to each Subscriber’s signaturein the Investor Questionnaire. (d) 1.6 The Company may, in its sole discretion, terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. The Company shall not be required to allocate among investors on a pro rata basis in the event of an over-subscription of the total number of Shares offered in the Offering. Subscriber shall submit understands that there is no minimum amount of Shares which must be sold prior to XxxxxxXxxxxxxx.xxx, a 3rd-party verification service, all documents and information necessary for XxxxxxXxxxxxxx.xxx to affirm Subscriber’s accreditation status. (e) The Subscriber shall pay the Subscription Funds by delivering good funds in United States Dollars by way of wire transfer release of funds to the Company. The wire transfer instructions are set forth in Exhibit D attached hereto Company hereunder, and made a part hereof. (f) Upon receipt of the Subscription Funds further acknowledges and acceptance of this Subscription by the Company, the Company shall take up the Subscription Funds (a “Closing” and the date of such Closing, the “Closing Date”) and issue to the Subscriber such number of Units represented by the amount of the accepted Subscription Funds. (g) The Subscriber acknowledges agrees that the subscription for Units hereunder may be rejected in whole or in part by the Company in its sole discretion and for any reason, notwithstanding prior receipt by the Subscriber of notice of acceptance of such subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Subscriber an executed copy of this Agreement. If this Agreement is rejected in wholenot subject to, or the offering of Units is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Agreement shall thereafter be of no further force or effect. If this Agreement is rejected in partotherwise conditioned upon, the funds for subscription by any other purchaser of the rejected portion Common Stock of this Agreement will be returned without interest or offset, and this Agreement will continue in full force and effect to the extent this Agreement was acceptedCompany.

Subscription Procedure. (a) 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units as is set forth upon the signature page hereof at an aggregate purchase a price as set forth on the Signature Page of $3.33 per Unit (the “Subscription Funds”"Purchase Price"). A minimum of $10,000 of The Company agrees to sell such Units must be purchased by to the Purchaser, unless a lower amount is agreed to by Subscriber for the Company, in its sole discretionPurchase Price. (b) 1.2 The subscription period will begin as of June 21October 1, 2017, 2004 and will terminate (if the Closing Date has not earlier occurred) at 5:00 5 PM Pacific Eastern Standard Time on September 21November 5, 2017 2004, unless extended by the Company, Dyadic and the Placement Agents (as defined below) for up to an additional 90 days (the “Offering Period”), which may be extended until October 21, 2017 at the sole discretion of the Company (the “"Termination Date”"). The Units will be offered for on a maximum of $2,000,000 "best efforts" basis as more particularly set forth in a the Confidential Private Placement MemorandumOffering Memorandum dated October, dated June 21, 2017, 2004 and any supplements thereto (the “Private Placement "Offering Memorandum”) (subject to the Company’s right to increase the Offering amount to $3,000,000 in its sole discretion and without notice to the investors in the Offering"). The minimum dollar amount of Units that may be purchased by the Subscriber hereby acknowledges receipt of is $25,000 unless Dyadic and the Private Placement MemorandumCompany waive the requirement. The consummation of the Offering is subject to the satisfaction of a number of conditions to be conditions, as further described in the Private Placement Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of Units will be made by [redacted names of Placement Agents] (ccollectively, the "Placement Agents"), which will receive certain compensation therefor as provided in that certain Engagement Agreement, dated June 15 2004, between the Placement Agents and Dyadic and which is more fully described in the Offering Memorandum. 1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement by and among the Placement Agents, the Company, and McGuireWoods LLP as escrow agent (the "Escrow Agreement") and shall be paid over to the Company at the closing of the purchase of the Units in the Offering (the "Closing") to occur on the Closing Date. 1.5 The certificates for the Shares, Class A Warrants, Class B Warrants and Class C Common Stock together with the accompanying Warrants bearing the name of the Subscriber will be delivered by the Company no later than ten fifteen (1015) business days following the Closing Date. The Subscriber hereby authorizes and directs the Company to deliver the Securities securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated next to each Subscriber’s signaturein the Investor Questionnaire. (d) 1.6 The Subscriber Purchase Price for the Units purchased hereunder shall submit be paid by certified check, payable to XxxxxxXxxxxxxx.xxxMcGuireWoods LLP, a 3rd-party verification serviceas escrow agent, all documents and information necessary for XxxxxxXxxxxxxx.xxx to affirm Subscriber’s accreditation status. (e) The Subscriber shall pay the Subscription Funds or by delivering good funds in United States Dollars by way of wire transfer of funds to McGuireWoods LLP pursuant to the Company. following instructions: BANK OF AMERICA - Jacksonville, FL ABA: 026009593 (Domestic Wires) Swift Code: BOFAUS3N (International Wixxx) Credit: McGuireWoods LLP IOLTA Account Account Number: [redacted account number] Reference: (Louis W. Zehil / 2041649-0000) [redacted name of Placement Agent]-Dyadic Subscription Escrow 1.7 The wire transfer instructions are set forth Company and Dyadic may, in Exhibit D attached hereto and made a part hereof. (f) Upon receipt of the Subscription Funds and acceptance of this Subscription by the Companytheir sole discretion, the Company shall take up the Subscription Funds (a “Closing” and the date of such Closingreject any subscription, the “Closing Date”) and issue to the Subscriber such number of Units represented by the amount of the accepted Subscription Funds. (g) The Subscriber acknowledges that the subscription for Units hereunder may be rejected in whole or in part by part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. Neither the Company nor any Placement Agent shall be required to allocate among investors on a pro rata basis in its sole discretion and for any reason, notwithstanding prior receipt by the Subscriber event of notice of acceptance of such an over-subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Subscriber an executed copy of this Agreement. If this Agreement is rejected in whole, or the offering of Units is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Agreement shall thereafter be of no further force or effect. If this Agreement is rejected in part, the funds for the rejected portion of this Agreement will be returned without interest or offset, and this Agreement will continue in full force and effect to the extent this Agreement was accepted.

Subscription Procedure. (a) 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units Shares as is set forth upon the signature page hereof at an aggregate purchase a price as set forth on the Signature Page of $1.27 per Share (the “Subscription FundsPurchase Price”). A minimum The Company agrees to sell such Shares to the Subscriber for the Purchase Price, subject to the provisions of $10,000 of Units must be purchased by the PurchaserSection 1.7, unless a lower amount is agreed to by the Company, in its sole discretionbelow. (b) 1.2 The subscription period will begin as of June 21October 20, 2017, 2009 and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Pacific Eastern Standard Time on September 21February 28, 2017 2010, unless extended for up to an additional 90 days by the Company, China Intelligent and the Placement Agent (the “Offering Period”), which may be extended until October 21, 2017 at the sole discretion of the Company as defined below) (the “Termination Date”). The Units Shares will be offered for on a maximum of $2,000,000 “best efforts” basis as more particularly set forth in a Confidential Private Placement Memorandum, dated June 21, 2017, Memorandum and any supplements thereto (the “Private Placement Offering Memorandum”) which shall supersede in its entirety that Executive Summary dated October 20, 2009. The Offering will take place through an initial closing on the Closing Date, and there may be one or more subsequent closings of the Offering thereafter, with the closing applicable to this Agreement being referred to as the “Closing”. The final Offering Memorandum will be provided to Subscribers in the Offering no later than one (subject 1) day prior to the Company’s right to increase the Offering amount to $3,000,000 in its sole discretion and without notice to the investors in the Offering). The Subscriber hereby acknowledges receipt of the Private Placement Memorandumapplicable Closing. The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Private Placement Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of Shares will be made by WestPark Capital, Inc. (cthe “Placement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum. 1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement Agent, the Company and Wxxxx Fargo, National Association, as escrow agent (the “Escrow Agent”), and such escrowed funds shall be transmitted and maintained in compliance with SEC Rule 15c2-4, as promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and shall be paid over to the Company at the Closing. 1.5 The certificates for the Shares, Class A Warrants, Class B Warrants and Class C Warrants Common Stock bearing the name of the Subscriber will be delivered by the Company no later than ten thirty (1030) business days following the Closing Datein which the Subscriber participates. The Subscriber hereby authorizes and directs the Company to deliver the Securities securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated next to each Subscriber’s signaturein the Investor Questionnaire, as attached. (d) 1.6 The Subscriber Purchase Price for the Shares purchased hereunder shall submit be paid by certified check, payable to XxxxxxXxxxxxxx.xxx“Wxxxx Fargo Bank, a 3rd-party verification serviceN.A.”, all documents and information necessary for XxxxxxXxxxxxxx.xxx to affirm Subscriber’s accreditation status. (e) The Subscriber shall pay the Subscription Funds as escrow agent, or by delivering good funds in United States Dollars by way of wire transfer of funds to the Company. The wire transfer instructions are set forth in Exhibit D attached hereto and made a part hereof. (f) Upon receipt of the Subscription Funds and acceptance of this Subscription by the Company, the Company shall take up the Subscription Funds (a “Closing” and the date of such Closing, the “Closing Date”) and issue Escrow Agent pursuant to the Subscriber such number of Units represented by the amount of the accepted Subscription Funds.following instructions: Wxxxx Fargo Bank, N.A. ABA # 100000000 BNF: Corporate Trust Clearing A/C# 0000000000 FFC: Esc A/C #: 23752500 SRKP 20/ Xxxxxxxx Xxxxxxx Xxxx: Nxxxx Xxxxx (000)000-0000 (g) 1.7 The Subscriber acknowledges that the subscription for Units hereunder may be rejected Company and/or China Intelligent may, in their sole discretion, reject any subscription, in whole or in part by part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in its sole discretion and for any reason, notwithstanding prior receipt by the Subscriber event of notice of acceptance of such an over-subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Subscriber an executed copy of this Agreement. If this Agreement is rejected in whole, or the offering of Units is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Agreement shall thereafter be of no further force or effect. If this Agreement is rejected in part, the funds for the rejected portion of this Agreement will be returned without interest or offset, and this Agreement will continue in full force and effect to the extent this Agreement was accepted.

Subscription Procedure. (a) 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units Shares as is set forth upon the signature page hereof at an aggregate purchase a price as set forth on the Signature Page of $1.35 per Share (the “Subscription FundsPurchase Price”). A minimum of $10,000 of Units must be purchased by The Company agrees to sell such Shares to the PurchaserSubscriber for the Purchase Price. 1.2 The subscription period began on April 1, 2009 and will terminate at 5:00 PM Eastern Standard Time on June 30, 2009, unless a lower amount is agreed extended for up to an additional 90 days by the Company, in its sole discretion. Attainment Holdings and the Placement Agent (bas defined below) The subscription period will begin as of June 21, 2017, and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Pacific Standard Time on September 21, 2017 (the “Offering Period”), which may be extended until October 21, 2017 at the sole discretion of the Company (the “Termination Date”). The Units Shares will be offered for on a maximum of $2,000,000 “best efforts” basis as more particularly set forth in a Amended and Restated Confidential Private Placement Memorandum, dated June 21, 2017, Memorandum and any supplements thereto (the “Private Placement Offering Memorandum”), which shall supersede in its entirety that Executive Summary dated March 23, 2009, in addition to other offering memoranda. The Offering may take place through an initial closing and one or more subsequent closings, with the closing applicable to this Agreement being referred to as the “Closing”. The final Offering Memorandum will be provided to Subscribers in the Offering no later than one (1) (subject day prior to the Company’s right to increase the Offering amount to $3,000,000 in its sole discretion and without notice to the investors in the Offering). The Subscriber hereby acknowledges receipt of the Private Placement MemorandumClosing. The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Private Placement Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of Shares will be made by WestPark Capital, Inc. (cthe “Placement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum. 1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Placement Agent, the Company and Dxxxx Xxxxx, Esq. as escrow agent, and shall be paid over to the Company at a Closing of the purchase of the Shares in the Offering. 1.5 The certificates for the Shares, Class A Warrants, Class B Warrants and Class C Warrants Common Stock bearing the name of the Subscriber will be delivered by the Company no later than ten thirty (1030) business days following the Closing Datein which the Subscriber participates. The Subscriber hereby authorizes and directs the Company to deliver the Securities securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated next to each Subscriber’s signaturein the Investor Questionnaire, as attached. (d) 1.6 The Subscriber Purchase Price for the Shares purchased hereunder shall submit be paid by certified check, payable to XxxxxxXxxxxxxx.xxxLaw Offices of Dxxxx X. Xxxxx, a 3rd-party verification serviceProfessional Corporation, all documents and information necessary for XxxxxxXxxxxxxx.xxx to affirm Subscriber’s accreditation status. (e) The Subscriber shall pay the Subscription Funds as escrow agent, or by delivering good funds in United States Dollars by way of wire transfer to Law Offices of funds Dxxxx X. Xxxxx pursuant to the Company. The wire transfer instructions are set forth in Exhibit D attached hereto and made following instructions: Law Offices of Dxxxx X. Xxxxx, a part hereof. (f) Upon receipt Professional Corporation China Electric Motor Account Wxxxx Fargo Bank 1801 Avenue of the Subscription Funds and acceptance of this Subscription by the CompanyStars Lxx Xxxxxxx, the XX 00000 Account # 9371477226 ABA # 100000000 1.7 The Company shall take up the Subscription Funds (a “Closing” and the date of such Closingand/or Attainment Holdings may, the “Closing Date”) and issue to the Subscriber such number of Units represented by the amount of the accepted Subscription Funds. (g) The Subscriber acknowledges that the subscription for Units hereunder may be rejected in their sole discretion, reject any subscription, in whole or in part by part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in its sole discretion and for any reason, notwithstanding prior receipt by the Subscriber event of notice of acceptance of such an over-subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Subscriber an executed copy of this Agreement. If this Agreement is rejected in whole, or the offering of Units is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Agreement shall thereafter be of no further force or effect. If this Agreement is rejected in part, the funds for the rejected portion of this Agreement will be returned without interest or offset, and this Agreement will continue in full force and effect to the extent this Agreement was accepted.

Subscription Procedure. (a) 1.1 Subject to the terms and conditions hereinafter set forthforth herein and in the Registration Statement, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units Shares as is set forth upon the signature page hereof at an aggregate purchase the price as set forth on the Signature Page per Share (the “Subscription FundsPurchase Price”)) set forth above. A minimum of $10,000 of Units must be purchased by The Company agrees to sell such Shares to the Purchaser, unless a lower amount is agreed to by Subscriber for the Company, in its sole discretionPurchase Price. (b) 1.2 The subscription period will begin as of June 21, 2017, and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Pacific Standard Time on September 21, 2017 (the “Offering Period”), which may be extended until October 21, 2017 at the sole discretion ) will begin as of the date the Registration Statement is declared effective by the Securities and Exchange Commission (“SEC”) and unless terminated earlier by the Company (in its sole and absolute discretion, the “Termination Date”). Offering Period will terminate on 1.3 The Units Shares will be offered for on a minimum/maximum of $2,000,000 basis as more particularly set forth in a Confidential Private Placement Memorandumthe Registration Statement. Unless the Company elects to waive the requirement, dated June 21, 2017, and any supplements thereto (the “Private Placement Memorandum”) (subject to minimum dollar amount of Shares that may be purchased by the Company’s right to increase the Offering amount to $3,000,000 in its sole discretion and without notice to the investors in the Offering). The Subscriber hereby acknowledges receipt of the Private Placement Memorandum. is 1.4 The consummation of the Offering is subject to the satisfaction of a number the closing conditions set forth in Section 5 of conditions this Agreement. 1.5 The Purchase Price will be: (i) placed in escrow at the bank set forth in Section 1.6 pursuant to an escrow agreement (the “Escrow Agreement”) by and between the Company and its escrow agent, Xxxx & Associates LLC (the “Escrow Agreement”), and shall be further described paid over to the Company at the closing of the purchase of the Shares in the Private Placement Memorandum, one or more of which conditions may not occurOffering pursuant to this Agreement (the “Closing”). (c) 1.6 The certificates for the Shares, Class A Warrants, Class B Warrants and Class C Warrants Common Stock bearing the name of the Subscriber will be delivered by the Company no later than ten twenty (1020) business days following the Closing Dateof the Offering. The Subscriber hereby authorizes and directs the Company to deliver the Securities Shares to be issued to such the Subscriber pursuant to this Agreement and delivered to the residential or business address indicated next to each Subscriber’s signature. (d) The Subscriber shall submit to XxxxxxXxxxxxxx.xxx, a 3rd-party verification service, all documents and information necessary for XxxxxxXxxxxxxx.xxx to affirm Subscriber’s accreditation status. (e) The Subscriber shall pay on the Subscription Funds by delivering good funds in United States Dollars by way of wire transfer of funds to the Company. The wire transfer instructions are set forth in Exhibit D attached hereto and made a part signature page hereof. (f) Upon receipt 1.5 This executed Subscription Agreement shall be forwarded to: Xxxxx X. Xxxxx, XX Xxxx & Associates LLC 0000 X 000xx Xxxxxx, Xxxxx 000 Xxxxxxxx Xxxx, XX 00000 Phone: 000.000.0000 Fax: 000.000.0000 Email: xxxxxx@xxxxxxxxxxxxxx.xxx 1.6 The Purchase Price for the Shares purchased hereunder shall be paid by wire transfer to the bank set forth below in an amount equal to the total purchase price for the number of Shares you desire to purchase, as per the following instructions: FREEDOM BANK FED ABA #000000000 X/X XXXXXX # 0000000 All wire transfers should be accompanied by a notification of the Subscription Funds and acceptance of this Subscription by the Company, the Company shall take up the Subscription Funds (a “Closing” and the date of such Closing, the “Closing Date”) and issue wire to the Subscriber such number attention of Units represented by Xxxxx X. Xxxxx at the amount of the accepted Subscription Fundsabove address. (g) 1.7 The Subscriber acknowledges that the subscription for Units hereunder may be rejected Company may, in its sole discretion, reject any subscription, in whole or in part by part, or terminate or withdraw the Company Offering in its sole discretion and for entirety at any reason, notwithstanding time prior receipt by the Subscriber of notice of acceptance of such subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Subscriber an executed copy of this Agreement. If this Agreement is rejected in whole, or the offering of Units is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Agreement shall thereafter be of no further force or effect. If this Agreement is rejected in part, the funds for the rejected portion of this Agreement will be returned without interest or offset, and this Agreement will continue in full force and effect to the extent this Agreement was acceptedClosing.

Subscription Procedure. (a) 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units as is set forth upon the signature page hereof at an aggregate purchase a price as set forth on the Signature Page of $1.00 per Unit (the “Subscription Funds”"Purchase Price"). A minimum of $10,000 of The Company agrees to sell such Units must be purchased by to the Purchaser, unless a lower amount is agreed to by Subscriber for the Company, in its sole discretionPurchase Price. (b) 1.2 The subscription period will begin as of June 21January 10, 20172005, and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Pacific Eastern Standard Time on September 21January 15, 2017 2005, unless extended by the Company and Amerasia for up to an additional 90 days (the “Offering Period”), which may be extended until October 21, 2017 at the sole discretion of the Company (the “"Termination Date”"). The minimum dollar amount of Units will that may be offered for a maximum of purchased by the Subscriber is $2,000,000 as more particularly set forth in a Confidential Private Placement Memorandum, dated June 21, 2017, 25,000 unless Amerasia and any supplements thereto (the “Private Placement Memorandum”) (subject to Company waive the Company’s right to increase the Offering amount to $3,000,000 in its sole discretion and without notice to the investors in the Offering). The Subscriber hereby acknowledges receipt of the Private Placement Memorandumminimum purchase requirement. The consummation of the Offering is subject to the satisfaction of a number of conditions to be conditions, as further described in the Private Placement Offering Memorandum, one or more of which conditions may not occur. 1.3 The Purchase Price will be placed in escrow pursuant to an escrow agreement by and among, the Company, Amerasia and Gottbetter & Partners, LLP, as escrow agent (cthe "Escrow Agreement") and shall be paid over to the Company at the closing of the purchase of the Units in the Offering (the "Closing") to occur on the Closing Date. 1.4 The certificates for the Shares, Class A Warrants, Class B Warrants Common Stock and Class C Warrants warrants underlying the Units bearing the name of the Subscriber will be delivered by the Company no later than ten fifteen (1015) business days following the Closing Date. The Subscriber hereby authorizes and directs the Company to deliver the Securities securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated next to each Subscriber’s signaturein the Investor Questionnaire attached hereto as Exhibit A (the "Investor Questionnaire"). 1.5 The Purchase Price for the Units purchased hereunder shall be paid only by (di) The Subscriber shall submit certified check, payable to XxxxxxXxxxxxxx.xxxGottbetter & Partners, a 3rd-party verification serviceLLP, all documents and information necessary for XxxxxxXxxxxxxx.xxx to affirm Subscriber’s accreditation status. as escrow agent or (eii) The Subscriber shall pay the Subscription Funds by delivering good funds in United States Dollars by way of wire transfer of funds to Gottbetter & Partners, LLP pursuant to the Company. The wire transfer instructions are set forth following instructions: BANK: CITIBANK, N.A., 330 Madison Avenue, New York, Xxx Xxxx XXX: 000000000 XXXXXXXIARX: Xxxxxetter & Partners, LLP ACCOUNT: 49061322 REFERENCE: "XXX - [insert your name]" Gottbetter & Partners Accountixx Xxxxxxx: Vincent DiPaola (212) 400-6916 [xxx@xxxxxxxxxr.xxx] 0.6 Xxx Xxxxxxx xxx Xmerasia may, in Exhibit D attached hereto and made a part hereof. (f) Upon receipt of the Subscription Funds and acceptance of this Subscription by the Companytheir sole discretion, the Company shall take up the Subscription Funds (a “Closing” and the date of such Closingreject any subscription, the “Closing Date”) and issue to the Subscriber such number of Units represented by the amount of the accepted Subscription Funds. (g) The Subscriber acknowledges that the subscription for Units hereunder may be rejected in whole or in part by part, or terminate or withdraw the Company Offering in its sole discretion and for entirety at any reason, notwithstanding time prior receipt by the Subscriber of notice of acceptance of such subscriptionto a closing thereof. The Company shall have no obligation hereunder until the Company shall execute and deliver not be required to the Subscriber an executed copy of this Agreement. If this Agreement is rejected in wholeallocate Units among investors on a pro rata, or any other, basis in the offering event of Units is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Agreement shall thereafter be of no further force or effect. If this Agreement is rejected in part, the funds for the rejected portion of this Agreement will be returned without interest or offset, and this Agreement will continue in full force and effect to the extent this Agreement was acceptedover-subscription therefor.

Subscription Procedure. (a) 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such the number of Units as is set forth upon the signature page hereof at an aggregate purchase a price as set forth on the Signature Page of $5.00 per Unit (the “Subscription FundsPurchase Price”). A minimum The Company agrees to sell such Units to the Subscriber for the Purchase Price, subject to the provisions of $10,000 of Units must be purchased by the PurchaserSection 1.7, unless a lower amount is agreed to by the Company, in its sole discretionbelow. (b) 1.2 The subscription period will begin as of June 21, 2017, the date of this Subscription Agreement and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Pacific Eastern Standard Time on September 21April 6, 2017 (2018, unless extended on one or more occasions for up to an additional 30 days by the “Offering Period”), which may be extended until October 21, 2017 at the sole discretion Board of Directors of the Company and the Placement Agent (as defined below) in their joint discretion (the “Termination Date”). The Units will be offered for on a maximum of $2,000,000 “best efforts” basis as more particularly set forth in a that Confidential Private Placement Memorandum, dated June 21, 2017, Memorandum and any supplements thereto (the “Private Placement Offering Memorandum”) (), dated December 7, 2017. The minimum investment per subscription of the Offering is $50,000.00, subject to the Company’s right to increase accept a lesser amount. There is no minimum number of Units that must be sold to close the Offering amount to $3,000,000 in its sole discretion and without notice Offering. The Company may conduct one or more closings (each, a “Closing”) prior to the investors in the Offering). The Subscriber hereby acknowledges receipt of the Private Placement MemorandumMaximum Offering Amount of $5,000,000. In the event the Offering is oversubscribed in excess of the Maximum Offering Amount, the Offering may be increased up to the Over-Subscription Amount in the discretion of the Company (the “Over-Subscription”). The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Private Placement Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of the Units will be made by WestPark Capital, Inc. (cthe “Placement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum. 1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) The certificates by and among the Placement Agent, the Company and Signature Bank, as escrow agent (the “Escrow Agent”), and such escrowed funds shall be transmitted and maintained in compliance with SEC Rule 15c2-4, as promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and shall be released to the Company at one or more Closings. Such funds will be held for the SharesSubscriber’s benefit, Class A Warrantsand will be returned promptly, Class B Warrants without interest or offset if this Subscription Agreement is not accepted by the Company, or the Offering is terminated pursuant to its terms or by the Company or the Placement Agent prior to the any Closing. 1.5 Certificates representing the Shares and Class C the Warrants bearing the name of the Subscriber will be delivered by the Company no later than ten (10) business days within a reasonable amount of time following the final Closing Dateof the Offering. The Subscriber hereby authorizes and directs the Company to deliver the Securities aforementioned certificates to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated next to each Subscriber’s signaturein the Accredited Investor Representation Letter, as attached. (d) 1.6 The Subscriber Purchase Price for the Units purchased hereunder shall submit to XxxxxxXxxxxxxx.xxx, a 3rd-party verification service, all documents and information necessary for XxxxxxXxxxxxxx.xxx to affirm Subscriber’s accreditation status. (e) The Subscriber shall pay the Subscription Funds by delivering good funds in United States Dollars by way of wire transfer of funds be paid to the CompanyEscrow Agent pursuant to the following instructions: Beneficiary Bank: ABA: Beneficiary Name: Beneficiary Account Number: Payable to: Mailed to: 1.7 The Company or the Placement Agent, may, in their sole discretion, reject any subscription, in whole or in part. The wire transfer instructions are set forth Company may, in Exhibit D attached hereto and made its sole discretion, terminate or withdraw the Offering in its entirety at any time prior to a part hereof. (f) Upon receipt of the Subscription Funds and acceptance of Closing in relation thereto. If this Subscription by the Company, the Company shall take up the Subscription Funds (a “Closing” and the date of such Closing, the “Closing Date”) and issue to the Subscriber such number of Units represented by the amount of the accepted Subscription Funds. (g) The Subscriber acknowledges that the subscription for Units hereunder may be is rejected in whole or in part by the Company in its sole discretion and for any reason, notwithstanding prior receipt by the Subscriber of notice of acceptance of such subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Subscriber an executed copy of this Agreement. If this Agreement is rejected in whole, or the offering of Units Offering is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Subscription Agreement shall thereafter be of no further force or effect. If this Agreement subscription is rejected in part, the funds for the rejected portion of this Agreement subscription will be returned without interest or offset, and this Subscription Agreement will continue in full force and effect to the extent this Agreement subscription was accepted. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in the event of an over-subscription.

Subscription Procedure. (a) 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such the number of Units shares of Common Stock as is set forth upon the signature page hereof at an aggregate purchase a price as set forth on the Signature Page of $4.60 per share (the “Subscription FundsPurchase Price”). A minimum The Company agrees to sell such shares of $10,000 Common Stock to the Subscriber for the Purchase Price, subject to the provisions of Units must be purchased by the PurchaserSection 1.7, unless a lower amount is agreed to by the Company, in its sole discretionbelow. (b) 1.2 The subscription period will begin as of June 21the date of this Subscription Agreement and will terminate at 5:00 PM Eastern Standard Time on May 1, 2017, and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Pacific Standard Time on September 21, 2017 (the “Offering Period”), which may be unless extended until October 21, 2017 at the sole discretion of for up to an additional 90 days by the Company and the Placement Agent (as defined below) in their joint discretion (the “Termination Date”). The Units Common Stock will be offered for on a maximum of $2,000,000 “best efforts” basis as more particularly set forth in a that Confidential Private Placement Memorandum, dated June 21, 2017, Memorandum and any supplements thereto (the “Private Placement Offering Memorandum”) (), dated January 24, 2017. The minimum investment per subscription of the Offering is $50,000.00, subject to the Company’s right to increase accept a lesser amount. There is no minimum number of Shares that must be sold to close the Offering amount to $3,000,000 in its sole discretion and without notice Offering. The Company may conduct one or more closings (each, a “Closing”) prior to the investors in the Offering). The Subscriber hereby acknowledges receipt of the Private Placement Memorandummaximum offering amount of $4,000,000. In the event the Offering is oversubscribed in excess of the maximum offering amount, the Offering may be increased up to $6,000,000 (the “Over-Subscription”). The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Private Placement Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of the Common Stock will be made by WestPark Capital, Inc. (cthe “Placement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum. 1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement (the “Escrow Agreement”) The certificates by and among the Placement Agent, the Company and Signature Bank, as escrow agent (the “Escrow Agent”), and such escrowed funds shall be transmitted and maintained in compliance with SEC Rule 15c2-4, as promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and shall be released to the Company at one or more Closings. Such funds will be held for the SharesSubscriber’s benefit, Class A Warrantsand will be returned promptly, Class B Warrants and Class C Warrants without interest or offset if this Subscription Agreement is not accepted by the Company, or the Offering is terminated pursuant to its terms or by the Company or the Placement Agent prior to the any Closing. 1.5 Certificates representing shares of Common Stock bearing the name of the Subscriber will be delivered by the Company no later than ten (10) business days within a reasonable amount of time following the final Closing Dateof the Offering. The Subscriber hereby authorizes and directs the Company to deliver the Securities aforementioned certificates to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated next to each Subscriber’s signaturein the Investor Questionnaire, as attached. (d) 1.6 The Subscriber Purchase Price for the Shares purchased hereunder shall submit to XxxxxxXxxxxxxx.xxx, a 3rd-party verification service, all documents and information necessary for XxxxxxXxxxxxxx.xxx to affirm Subscriber’s accreditation status. (e) The Subscriber shall pay the Subscription Funds by delivering good funds in United States Dollars by way of wire transfer of funds be paid to the CompanyEscrow Agent pursuant to the following instructions: Beneficiary Bank: ABA: Beneficiary Name: Beneficiary Account Number: Payable to: Mailed to: 1.7 The Company or the Placement Agent, may, in their sole discretion, reject any subscription, in whole or in part. The wire transfer instructions are set forth Company may, in Exhibit D attached hereto and made its sole discretion, terminate or withdraw the Offering in its entirety at any time prior to a part hereof. (f) Upon receipt of the Subscription Funds and acceptance of Closing in relation thereto. If this Subscription by the Company, the Company shall take up the Subscription Funds (a “Closing” and the date of such Closing, the “Closing Date”) and issue to the Subscriber such number of Units represented by the amount of the accepted Subscription Funds. (g) The Subscriber acknowledges that the subscription for Units hereunder may be is rejected in whole or in part by the Company in its sole discretion and for any reason, notwithstanding prior receipt by the Subscriber of notice of acceptance of such subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Subscriber an executed copy of this Agreement. If this Agreement is rejected in whole, or the offering of Units Offering is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Subscription Agreement shall thereafter be of no further force or effect. If this Agreement subscription is rejected in part, the funds for the rejected portion of this Agreement subscription will be returned without interest or offset, and this Subscription Agreement will continue in full force and effect to the extent this Agreement subscription was accepted. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in the event of an over-subscription.

Subscription Procedure. (a) 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units as is set forth upon the signature page hereof at an aggregate purchase a price as set forth on the Signature Page of $0.75 per Unit (the “Subscription Funds”"Purchase Price"). A minimum of $10,000 of The Company agrees to sell such Units must be purchased by to the Purchaser, unless a lower amount is agreed to by Subscriber for the Company, in its sole discretionPurchase Price. (b) 1.2 The subscription period will begin as of June 21March 8, 2017, 2006 and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Pacific Eastern Standard Time on September 21April 30, 2017 2006, unless extended by for up to an additional 90 days (the “Offering Period”), which may be extended until October 21, 2017 at the sole discretion of the Company (the “"Termination Date”"). The Units will be offered for on a maximum of $2,000,000 "best efforts" basis as more particularly set forth in a the Confidential Private Placement Memorandum, Memorandum dated June 21, 2017, March 2006 and any supplements thereto (the “Private Placement "Offering Memorandum”) (subject to the Company’s right to increase the Offering amount to $3,000,000 in its sole discretion and without notice to the investors in the Offering"). The minimum dollar amount of Units that may be purchased by the Subscriber hereby acknowledges receipt of is $30,000 unless Ironclad and the Private Placement MemorandumCompany waive the requirement. The consummation of the Offering is subject to the satisfaction of a number of conditions to be conditions, as further described in the Private Placement Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of Units will be made by Brean Murray & Co., Inc anx GP Group, LLC, an affiliate of Gemini Partners, Inc. (cthe "Placement Agents"), each of whom will receive certain compensation therefor as provided in their Engagement Agreements, which are more fully described in the Offering Memorandum. 1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement by and among the Placement Agents, the Company and American Stock Transfer Corporation as escrow agent (the "Escrow Agreement"), and shall be paid over to the Company at the closing of the purchase of the Units in the Offering (the "Closing") to occur on the Closing Date. 1.5 The certificates for the Shares, Class A Warrants, Class B Warrants and Class C Common Stock together with the accompanying Warrants bearing the name of the Subscriber will be delivered by the Company no later than ten fifteen (1015) business days following the Closing Date. The Subscriber hereby authorizes and directs the Company to deliver the Securities securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated next to each Subscriber’s signaturein the Investor Questionnaire. (d) 1.6 The Subscriber Purchase Price for the Units purchased hereunder shall submit be paid by certified check, payable to XxxxxxXxxxxxxx.xxxAmerican Stock Transfer Corporation, a 3rd-party verification serviceas escrow agent, all documents and information necessary for XxxxxxXxxxxxxx.xxx to affirm Subscriber’s accreditation status. (e) The Subscriber shall pay the Subscription Funds or by delivering good funds in United States Dollars by way of wire transfer of funds to American Stock Transfer Corporation pursuant to the Companyfollowing instructions: Bank Name: JP Morgan Chase Bank ABA Routing No.: 021-000-021 Xxxxxxx No. [________________] Account Name: American Stock Transfer & Trust Company - Europa Trade Agency Ltd. Escrow Account 1.7 The wire transfer instructions are set forth Company and/or Ironclad may, in Exhibit D attached hereto and made a part hereof. (f) Upon receipt of the Subscription Funds and acceptance of this Subscription by the Companytheir sole discretion, the Company shall take up the Subscription Funds (a “Closing” and the date of such Closingreject any subscription, the “Closing Date”) and issue to the Subscriber such number of Units represented by the amount of the accepted Subscription Funds. (g) The Subscriber acknowledges that the subscription for Units hereunder may be rejected in whole or in part by part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. Neither the Company nor the Placement Agent shall be required to allocate among investors on a pro rata basis in its sole discretion and for any reason, notwithstanding prior receipt by the Subscriber event of notice of acceptance of such an over-subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Subscriber an executed copy of this Agreement. If this Agreement is rejected in whole, or the offering of Units is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Agreement shall thereafter be of no further force or effect. If this Agreement is rejected in part, the funds for the rejected portion of this Agreement will be returned without interest or offset, and this Agreement will continue in full force and effect to the extent this Agreement was accepted.