Common use of Subscription Clause in Contracts

Subscription. Investor agrees to buy and the Company agrees to sell to Investor such number of the Company’s ordinary shares, $0.001 par value per share (the “Shares”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments), Registration No. 333-228750 (the “Registration Statement”). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,000. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.

Subscription. Investor agrees to buy and the Company agrees to sell and issue to Investor such number of units (the Company’s ordinary shares“Units”), $0.001 par value per each Unit consisting of one common share of the Company (the “Shares”), and one warrant to purchase one common share of the Company (the “Warrant”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares Units the Investor has agreed to purchase and (y) the purchase price Purchase Price per share Unit, each as set forth on the signature page hereto. The Shares Units are being registered for sale offered pursuant to a Registration Statement registration statement on Form F-1 (including any post-effective amendments)S-1, Registration File No. 333-228750 220844 (as amended, the “Registration Statement”). The Registration Statement will have been was declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares Units and acceptance of any Investor’s subscriptionSubscription. The prospectusprospectus (the “Prospectus”), which forms a part of the Registration Statement, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares Units are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts, minimum/maximum” up basis pursuant to $20,000,000an underwriting agreement (the “Underwriting Agreement”). The completion of the purchase and sale of the Shares Units (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter Underwriters in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in Underwriting Agreement and the Registration Statement when it is declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by check or wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares and the Warrants to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS DWAC system, through the DRS or book-entry delivery of Shares and the Warrants on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreementUnderwriting Agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they it will comply with Exchange Act Rule 15c2-4 under the Exchange Act4. As per Exchange Act Rule 15c2-4 and FINRA Notice to Members Rule 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard With regards to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors investor’s account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.

Subscription. (a) Investor agrees to buy and and, subject to acceptance as provided below, the Company agrees to sell and issue to Investor Investor, such number of the Company’s ordinary shares, $0.001 par value per share shares (the “Shares”)) of Common Stock, free of restrictive legend and stop transfer orders, as are set forth on the signature page hereto, for an the aggregate purchase price set forth on the signature page hereto (the “Purchase Price”). (b) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being have been registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments)S-3, Registration No. 333-228750 220549, which registration statement (the “Registration Statement”). The Registration Statement will have been ) was declared effective by the Securities and Exchange Commission on October 6, 2017, and is effective on the date hereof. A final prospectus supplement (the “CommissionProspectus Supplement”) will be delivered as required by law. (c) The Company may accept this Subscription at any time for all or any portion of the Shares subscribed for by executing a copy hereof as provided and notifying the Investor within a reasonable time thereafter. The Company has the right to reject this subscription for the Common Stock, in whole or in part for any reason and at any time prior to issuance the Closing (as defined below) thereon, notwithstanding prior receipt by the Investor of any Shares and notice of acceptance of any the Investor’s subscription. The prospectusIn the event the Investor’s subscription is rejected, however, is subject to change. A final prospectus and/or prospectus supplement the Investor’s payment will be returned promptly to the Investor without interest or deduction and this Subscription will have no force or effect. The Shares subscribed for herein will not be deemed issued to or owned by the Investor until one copy of this Subscription has been executed by the Investor and countersigned by the Company and the Closing with respect to the Investor’s subscription has occurred. (d) Provided the Purchase Price has been delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (Company and the “Underwriter”Company has filed the Prospectus Supplement to the Registration Statement pursuant to Rule 424(b) as underwriter on a “best efforts” up with respect to $20,000,000. The completion of the purchase offer and sale of the Shares, the closing of Investor’s purchase of the Shares pursuant to this Subscription (the “Closing”) shall take place at a place and time occur on or prior to April 16, 2019 (the date of the Closing, the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the CommissionClosing, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) Investor, which delivery shall be made through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the Investor’s signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) if requested otherwise provided in writing by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.

Subscription. (a) Investor agrees to buy and and, subject to acceptance as provided below, the Company agrees to sell and issue to Investor Investor, such number of the Company’s ordinary shares, $0.001 par value per share shares (the “Shares”), ) of Common Stock as are set forth on the signature page hereto, for an the aggregate purchase price set forth on the signature page hereto (the “Purchase Price”). (b) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being have been registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments)S-3, Registration No. 333-228750 287427, which registration statement (the “Registration Statement”). The Registration Statement will have been ) was declared effective by the Securities and Exchange Commission on May 28, 2025 and is effective on the date hereof. A final prospectus supplement to the Registration Statement (the “CommissionProspectus Supplement”) will be delivered as required by law. (c) The Company may accept this Subscription at any time for all or any portion of the Shares subscribed for by executing a copy hereof as provided and notifying the Investor within a reasonable time thereafter. The Company has the right to reject this subscription for the Common Stock, in whole or in part for any reason and at any time prior to issuance the Closing (as defined below) thereon, notwithstanding prior receipt by the Investor of any Shares and notice of acceptance of any the Investor’s subscription. The prospectusIn the event the Investor’s subscription is rejected, however, is subject to change. A final prospectus and/or prospectus supplement the Investor’s payment will be delivered returned promptly to the Investor as required by lawwithout interest or deduction and this Subscription will have no force or effect. The Shares are being offered subscribed for herein will not be deemed issued to or owned by Boustead Securitiesthe Investor until one copy of this Subscription has been executed by the Investor and countersigned by the Company and the Closing with respect to the Investor’s subscription has occurred. (d) Provided that the full Purchase Price and a completed and executed copy of this Subscription have been tendered and not returned in accordance with Section 2 hereof, LLC (and the “Underwriter”Company has filed the Prospectus Supplement pursuant to Rule 424(b) promulgated under the Securities Act of 1933, as underwriter on a “best efforts” up amended, with respect to $20,000,000. The completion of the purchase offer and sale of the Shares, the closing of Investor’s purchase of the Shares shall occur on or prior to two business day following the date hereof (the “date of the Closing”) shall take place at a place and time (, the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the CommissionPromptly thereafter, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) Investor, which delivery shall be made through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the Investor’s signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) if requested as otherwise provided for in writing by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.

Subscription. Investor agrees 1.1 Subject to buy the terms and conditions of this Agreement, at the Company agrees Subscription Closing (as defined below), (i) Parent shall issue to sell to Investor such each Subscriber the number of the Company’s ordinary shares, $0.001 par value US$0.0001 per share share, of Parent as set forth opposite such Subscriber’s name in Schedule A hereto (collectively, the “Subscription Shares”), as and (ii) in exchange for Parent issuing the Subscription Shares to the Subscribers at the Subscription Closing, each Subscriber shall, severally and not jointly, deliver, at the direction of Parent, the corresponding purchase price set forth on in Schedule A (the signature page hereto, for an aggregate purchase price (amount being the “Purchase Price”) equal to the product of account designated by Parent in writing at least five (x5) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments), Registration No. 333-228750 (the “Registration Statement”). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the “Commission”) Business Days prior to issuance of any Shares and acceptance of any Investor’s subscription. the Subscription Closing. 1.2 The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,000. The completion closing of the purchase issuance and sale subscription of the Subscription Shares (the “Subscription Closing”) shall take place at a place prior to the Closing and time shall be subject to the satisfaction of the conditions set forth in Section ‎1.4 below. As soon as practicable after the Subscription Closing, Parent shall deliver to the Subscribers certified true copies of Parent’s register of members, showing the Subscribers as the registered holders of Subscription Shares, and share certificates representing the Subscription Shares in the name of each of the Subscribers. 1.3 The Purchase Price shall be used by Parent solely for the purpose of funding (a) the “Closing Date”aggregate Merger Consideration and Option Consideration pursuant to Section 3.2 and Section 3.3 of the Merger Agreement, (b) any other amounts required to be specified paid by Parent and Merger Sub in connection with the consummation of the Merger and the other Transactions upon the terms and conditions contemplated by the Company Merger Agreement, and Underwriter (c) all related fees and expenses associated therewith. Parent hereby acknowledges, agrees and confirms that the Purchaser Price hereunder shall be sufficient to pay in full the amounts set forth in sub-clauses (a), (b) and (c) above pursuant to, and in accordance with Rule 15c6-1 promulgated with, the Merger Agreement and the transactions contemplated thereby. Parent agrees that the delivery of the Purchase Price to the account designated by Parent in writing will constitute full and complete satisfaction of the Subscribers’ payment obligations under Section ‎1.1 of this Agreement. 1.4 The obligation of the Securities Exchange Act of 1934, as amended (Subscribers to pay the “Exchange Act”). Upon Purchaser Price and subscribe for the Subscription Shares at the Subscription Closing shall be subject only to the satisfaction or waiver of all the following conditions: (a) each of the conditions to closing Parent’s and Merger Sub’s obligations to effect the Merger set forth in Section 8.1 and Section 8.2 of the preliminary prospectus contained Merger Agreement as in the Registration Statement when it is declared effective effect from time to time shall have been satisfied or duly waived (other than those conditions that by the Commission, their nature are to be satisfied at the Closing Closing); and (ib) the substantially simultaneous funding by each Subscriber of its portion of the Purchase Price deposited as set forth in Schedule A hereto; provided, however, that for the avoidance of doubt, the failure by the Investor subsequent a Subscriber to the declaration of effectiveness fund its portion of the Registration Statement by wire transfer Purchase Price shall not limit or impair the ability of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) Parent or the Company shall cause to enforce the Shares obligations of the other Subscriber under this Agreement if Parent or the Company is seeking to be delivered to enforce the Investor (A) through obligations of the facilities of The Depository Trust Company’s DRS system in accordance with defaulting Subscriber(s). Notwithstanding the instructions set forth on the signature page attached hereto under the heading “DRS Instructions,” or (B) if requested by the Investor on the signature page hereto or foregoing, if the Company is unable awarded specific performance with respect to make the delivery through obligations of Parent and Merger Sub to effect the facilities of The Depository Trust Company’s DRS system, through Closing pursuant to the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agentMerger Agreement, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date condition set forth in the Registration Statement, all funds deposited in the escrow account will Section ‎1.4 shall be returned to investors promptly in accordance with the terms of the escrow agreement and applicable lawdeemed satisfied.

Subscription. Investor agrees to buy and the Company agrees to sell to Investor such number of shares (the “Shares”) of the Company’s American depositary shares, or ADSs, with each ADS representing 1 ordinary shares, $0.001 par value US$0.0001 per share (the “SharesADSs”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments)F-1, Registration No. 333-228750 220720 (the “Registration Statement”). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC Network 1 Financial Securities Inc. (the “UnderwriterUnderwriters”) as underwriter on a “best efforts” up to $20,000,00080,000,000. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter Underwriters in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS DTC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DTC Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS DTC system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they it will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.

Subscription. Investor 1.1. The undersigned hereby irrevocably subscribes for and agrees to buy and purchase the Company agrees to sell to Investor such number of the Company’s ordinary shares, $0.001 par value per share shares of Common Stock (the “"Shares”), as set forth ") indicated on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) hereto at the purchase price per share as set forth on the such signature page heretopage. The Shares are being registered for sale pursuant undersigned encloses herewith a check or money order payable to a Registration Statement on Form F-1 (including any post-effective amendments), Registration No. 333-228750 First London Securities Corporation (the “Registration Statement”"Placement Agent") (or has made payment by wire transfer of funds in accordance with instructions from the Placement Agent) in the full amount of the purchase price of the Shares for which the undersigned is subscribing (the "Payment"). 1.2. The Registration Statement will have been declared effective undersigned understands that all Payments by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will check or money order as provided in Section 1.1 above shall be delivered to the Investor Placement Agent and, thereafter, such Payment will be held for the undersigned's benefit by the Placement Agent, but the undersigned will not earn interest on any funds so held, as required by lawdescribed in the Memorandum. The Shares are being offered by Boustead Securities, LLC Placement Agent and the Company may hold an initial closing of the Offering (the “Underwriter”"Initial Closing") as underwriter after subscriptions for the minimum number of Shares identified in the Memorandum have been accepted, on a “best efforts” up to $20,000,000the basis described in the Memorandum. The completion of Company may hold additional interim closings after the purchase Initial Closing. Any such interim closings together with the Initial Closing are each hereinafter referred to as an "Additional Closing" and sale of the Shares (the “Closing”) shall take place at a place and time (the “occur on one or more dates each hereinafter referred to as an "Additional Closing Date”) to be specified ." Upon receipt by the Company of the requisite payment for all Shares to be purchased by the subscribers whose subscriptions are accepted (each, a "Purchaser") at the Additional Closing Dates and Underwriter in accordance with Rule 15c6-1 promulgated under subject to the Securities Exchange Act satisfaction of 1934certain conditions, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth Shares so purchased will be issued in the preliminary prospectus contained in name of each such Purchaser, and the Registration Statement when it is declared effective by name of such Purchaser will be registered on the Commission, at stock transfer books of the Closing Company as the record owner of such Shares. The Company will issue to each Investor a stock certificate for the Shares purchased. 1.3. The undersigned hereby agrees to be bound hereby upon (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released execution and delivery to the Company, in care of the Placement Agent, of the signature page to this Subscription Agreement and (ii) acceptance on the Initial Closing Date or an Additional Closing Date, as the case may be, by the Company shall cause of the undersigned's subscription (the "Subscription"). 1.4. The undersigned agrees that the Company may, in its sole and absolute discretion, reduce the undersigned's subscription to any number of shares of Common Stock that in the aggregate does not exceed the number of Shares of Common Stock hereby applied for without any prior notice to be delivered or further consent by the undersigned. The undersigned hereby irrevocably constitutes and appoints the Placement Agent and each officer of the Placement Agent, each of the foregoing acting singly, in each case with full power of substitution, the true and lawful agent and attorney-in-fact of the undersigned, with full power and authority in the undersigned's name, place and stead to amend this Subscription Agreement, including, in each case, the Investor (A) through the facilities of The Depository Trust Company’s DRS system in accordance with the instructions set forth on the undersigned's signature page attached hereto under the heading “DRS Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable thereto, to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records effect any of the Company’s transfer agentforegoing provisions of this Section 1.4. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.Subscription Agreement

Subscription. Investor 1.1 Subscriber hereby subscribes for and agrees to buy and purchase the Company agrees to sell to Investor such number of shares (the Company’s ordinary shares"Shares") of common stock, $0.001 par value $.001 per share (the “Shares”"Common Stock") and the number of Common Stock Purchase Warrants (the "Warrants", and together with the Common Stock, the "Securities"), as set forth on the signature page heretoof InteliData Technologies Corporation, for an aggregate purchase price a Delaware corporation (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments"Company"), Registration No. 333-228750 (the “Registration Statement”). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,000. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS system in accordance with the instructions set forth indicated on the signature page attached hereto under at the heading “DRS Instructions,” or (B) if requested by the Investor purchase price set forth on the such signature page hereto or if (the "Purchase Price"). Subscriber has made payment by wire transfer of funds in accordance with instructions from the Company is unable to make in the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records full amount of the Company’s transfer agent. If delivery is made by book entry on the books and records Purchase Price of the transfer agentSecurities for which Subscriber is subscribing (the "Payment"). 1.2 This Agreement is part of an offering of Securities being conducted by Stonegate Securities, Inc. (the "Placement Agent") on behalf of the Company (the "Offering"). The Company agrees that it shall send written confirmation not undertake any other financings involving its Equity Common Stock (as defined below) on terms more favorable than those in the Offering until the later of such delivery to ninety (90) days after the Investor at Initial Closing Date or 30 days after the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt effectiveness of the Registration Statement and (as that term is defined in Appendix I hereto) covering all of the Common Stock, without the prior written approval of a majority of the holders of the Securities purchased in this Offering. The term "Equity Common Stock" as used herein shall mean all capital stock of the Company, plus all rights, warrants, options, convertible Common Stock or indebtedness, exchangeable Common Stock or indebtedness, or other rights, exercisable for or convertible into, directly or indirectly, capital stock of the Company. Notwithstanding the above, "Equity Common Stock" shall not include any amendmentCommon Stock of the Company issued pursuant to any incentive or stock option plan of, or any employment agreement with, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued Company approved by the Financial Industry Regulatory Authoritystockholders or the board of directors of the Company, Inc. (collectively, any Common Stock of the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements Company issued pursuant to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt any purchase of assets or stock of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon third party or any merger or consolidation of the next business day. In Company with a third party in which the event that Company is the offering does not close for any reason prior to the termination date set forth in the Registration Statementsurviving corporation, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms which issuance has been approved by Board of Directors of the escrow agreement Company, any Common Stock of the Company issued in connection with a joint venture with a third party, which issuance has been approved by Board of Directors of the Company, or any Common Stock issuable upon exercise of any issued and applicable lawoutstanding warrants of the Company.

Subscription. Investor agrees to buy and the Company agrees to sell to Investor such number of the Company’s ordinary shares, $0.001 0.00284 par value per share (the “Shares”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments)F-1, Registration No. 333-228750 229116 (the “Registration Statement”). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,000. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.

Subscription. Investor agrees to buy and the Company agrees to issue and sell to Investor such number of the Company’s ordinary shares, $0.001 par value US$0.01875 per share (the “Shares”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being registered for sale pursuant to a Registration Statement registration statement on Form F-1 (including any post-effective amendments), Registration No. 333-228750 333- ) (the “Registration Statement”). The Registration Statement will shall have been declared effective by the U.S. Securities and Exchange Commission (the “Commission”) prior to issuance of the Company issuing any Shares and acceptance of accepting any Investor’s subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be filed with the Commission and delivered to the Investor as required by law. The Shares are being self-underwritten and offered by Boustead Securities, LLC (the “Underwriter”) as underwriter Company on a “best efforts” basis, with a per share price of US$1.25, with a limit of up to $20,000,00020,000,000 ordinary shares. The completion of the issue, purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commissionupon effectiveness, at the Closing (i) the Investor shall pay the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of Company for the Registration Statement Shares to be issued and sold to such Investor, by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Companybelow, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendmentamendment to the Registration Statement, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.

Subscription. Investor agrees to buy and the Company agrees to sell to Investor such number of the Company’s ordinary shares, $0.001 par value per share (the “Shares”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments)F-1, Registration No. 333-228750 (the “Registration Statement”). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,000. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.

Subscription. Investor 1.1. The undersigned hereby irrevocably subscribes for and agrees to buy and purchase the Company agrees to sell to Investor such number of shares (the Company’s ordinary shares"Shares") of common stock, $0.001 par value $.01 per share (the “Shares”"Common Stock"), as set forth of Datametrics Corporation, a Delaware corporation (the "Company"), indicated on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) hereto at the purchase price per share as set forth on the such signature page heretopage. The undersigned encloses herewith a check or money order payable to the Company (or has made payment by wire transfer of funds in accordance with instructions from the Company) in the full amount of the purchase price of the Shares are being registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments), Registration No. 333-228750 which the undersigned is subscribing (the “Registration Statement”"Payment"). 1.2. The Registration Statement will have been declared effective undersigned understands that each Payment by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will check or money order as provided in Section 1.1 above shall be delivered to the Investor as required Company and, thereafter, such Payment will be held for the undersigned's benefit by lawthe Company, but the undersigned will not earn interest on any funds so held. The Shares are being offered by Boustead Securities, LLC Company may hold an initial closing of the Offering (the “Underwriter”"Initial Closing") as underwriter on a “best efforts” up to $20,000,000. The completion of the purchase and sale of the after subscriptions for at least 1,000,000 Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified have been accepted by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”"Minimum Offering"). The Company may hold additional interim closings after the Initial Closing. Any such interim closings together with the Initial Closing are each hereinafter referred to as an "Additional Closing" and shall occur on one or more dates each hereinafter referred to as an "Additional Closing Date." Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective receipt by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness Company of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the requisite payment for all Shares to be delivered purchased by the subscribers whose subscriptions are accepted by the Company (each, a "Purchaser") at the Additional Closing Dates and subject to the Investor (A) through satisfaction of certain conditions, the facilities Shares so purchased will be issued in the name of each such Purchaser, and the name of such Purchaser will be registered on the stock transfer books of the Company as the record owner of such Shares. The Depository Trust Company’s DRS system in accordance with Company will issue to each Purchaser a stock certificate for the instructions set forth on Shares purchased. 1.3. The undersigned hereby agrees to be bound hereby upon execution and delivery to the Company of the signature page attached hereto under to this Subscription Agreement. The undersigned understands that the heading “DRS Instructions,” Company will not be bound to issue any shares of Common Stock to the undersigned, unless and until the Company accepts, on the Initial Closing Date or an Additional Closing Date, as the case may be, the undersigned's subscription to purchase shares of Common Stock (B) if requested the "Subscription"). 1.4. The undersigned agrees that the Company may, in its sole and absolute discretion, reduce the undersigned's subscription to any number of shares of Common Stock that in the aggregate does not exceed the number of Shares of Common Stock hereby applied for without any prior notice to or further consent by the Investor on undersigned. The undersigned hereby irrevocably constitutes and appoints the Chairman or the President of the Company acting singly, in each case with full power of substitution, the true and lawful agent and attorney-in-fact of the undersigned, with full power and authority in the undersigned's name, place and stead to amend this Subscription Agreement, including, in each case, the undersigned's signature page hereto or if the Company is unable thereto, to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records effect any of the Company’s transfer agent. If delivery is made by book entry on the books and records foregoing provisions of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable lawthis Section 1.4.

Subscription. (a) Investor agrees to buy and the Company agrees to sell and issue to Investor (i) such number of the Company’s ordinary sharesshares of common stock (the “Shares”), $0.001 par value per share (the “Common Shares”), ) as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Common Shares the Investor has agreed to purchase and (y) the purchase price per share as Common Share set forth on the signature page hereto. The Purchase Price is set forth on the signature page hereto. The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of the Common Shares to them. The Investor and the Other Investors are being hereinafter sometimes collectively referred to as the “Investors,” and this Subscription and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Subscriptions”. (b) The Common Shares have been registered for sale pursuant to on a Registration Statement on Form F-1 S-3 (including any post-effective amendments), Registration No. 333-228750 179259) (the “Registration Statement”). The Registration Statement will have has been declared effective by the Securities and Exchange Commission (the “Commission”) and is effective on the date hereof. The prospectus included in the Registration Statement at the time it was declared effective by the Commission or in the form in which it has been most recently filed with the Commission on or prior to issuance the date of this Subscription is hereinafter called the “Base Prospectus.” Any preliminary form of prospectus which is filed or used prior to filing of the Prospectus (as hereinafter defined) is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus or to any amendment or supplement to any of the foregoing shall be deemed to include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), and also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus pursuant to Rule 424(b) under the Securities Act, and prior to the termination of the offering of the Common Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to changeby the Placement Agent. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. Such final prospectus supplement, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” The Base Prospectus, as supplemented by the Preliminary Prospectus dated as of September 30, 2014 and the pricing information conveyed orally to the Investor, are collectively referred to as the “Disclosure Package.” The Shares are being offered by Boustead Securities, LLC shall be freely tradable on the NASDAQ Capital Market. (the “Underwriter”c) as underwriter on a “best efforts” up to $20,000,000. The completion Payment of the purchase Purchase Price for, and sale of delivery by the Company of, the Common Shares shall take place at a closing (the “Closing”), which shall occur no later than three (3) shall take place at a place and time (trading days after the “Closing Date”) date of this Subscription, subject to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing the Closing (the “Company Closing Conditions”) set forth in the preliminary prospectus contained in Placement Agency Agreement (the Registration Statement when it is declared effective “Placement Agreement”) dated October 1, 2014 by and among the Company and the placement agent named therein (the “Placement Agent”). (d) At or prior to the Closing and promptly upon the request of the Placement Agent after the satisfaction of the Company Closing Conditions, the manner of settlement of the Common Shares purchased by the Commission, at Investor shall be as follows (check one): [____] A. The Investor shall remit by wire transfer the Closing (i) amount of funds equal to the Purchase Price deposited to following account designated by the Investor subsequent Company and the Placement Agent: Account Name: Assembly Biosciences, Inc. Account Number: 0▇-▇▇▇▇-▇ Bank Name: IDP Bank Bank Address: 5▇▇ ▇▇▇ ▇▇▇., ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ABA Number: 0▇▇▇▇▇▇▇▇ Contact: T▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Telephone: 2▇▇-▇▇▇-▇▇▇▇ The Placement Agent shall have no rights in or to any of such funds, unless the Placement Agent is notified in writing by the Company in connection with the Closing that a portion of such funds shall be applied to the declaration Placement Fee. The Investor shall also furnish to the Placement Agent a completed W-9 form (or, in the case of effectiveness an Investor who is not a United States citizen or resident, a W-8 form). At the Closing, upon receipt of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the CompanyPurchase Price, and (ii) the Company shall cause the Common Shares to be delivered to the Investor (A) Investor, with the delivery of the Common Shares to be made through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” or ”. — OR — [____] B. Delivery versus payment (B“DVP”) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS systemDTC (i.e., through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agentat Closing, the Company shall send written confirmation of such delivery deliver the Common Shares registered in the Investor’s name and address as set forth below and released by VStock Transfer, LLC to the Investor through DTC at the address indicated on Closing directly to the Signature Page hereof. No fractional account(s) at the Placement Agent identified by the Investor; upon receipt of such Common Shares, the Placement Agent shall promptly electronically deliver such Common Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor, and simultaneously therewith payment shall be made by the Placement Agent by wire transfer to the Company). By payment No later than one (1) business day after the execution of this Subscription by the SharesInvestor and the Company, the Investor acknowledges receipt shall: (i) notify the Placement Agent of the Registration Statement and any amendmentaccount or accounts at the Placement Agent to be credited with the Common Shares being purchased by such Investor, and (ii) confirm that the terms of which govern account or accounts at the investment in Placement Agent to be credited with the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued Common Shares being purchased by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by Investor have a subscription agreement will be promptly sent along with the subscription agreements minimum balance equal to the escrow account by noon aggregate purchase price for the next business day. In regard to monies Common Shares being wired from an investor’s bank account, the Members shall request the investors to send their wires purchased by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable lawInvestor.

Subscription. Investor (a) Subject to the conditions to closing set forth herein, Purchaser hereby irrevocably subscribes for and agrees to buy and purchase Securities for the Company agrees to sell to Investor such number of purchase price indicated on the Company’s ordinary shares, $0.001 par value per share subscription form (the “SharesSubscription Amount”). The Securities to be issued to Purchaser hereunder shall consist of Shares in an amount equal to, as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal rounded down to the product nearest whole number, the quotient of (x) the aggregate number of Shares the Investor has agreed to purchase and Subscription Amount, divided by (y) the Share Purchase Price. (b) For the purposes of this Agreement, the purchase price per share as set forth on the signature page hereto. The Shares are being registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments), Registration No. 333-228750 each Share shall be $2.00 (the “Registration StatementShare Purchase Price”). . (c) The Registration Statement will have been declared effective by Company shall use its reasonable best efforts to hold the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,000. The completion closing of the purchase and sale of the Shares Offering (the “Closing”) shall take place at a place , and time (the date of the Closing, the “Closing Date”) no later August 1, 2023. Prior to be specified the Closing, Purchaser shall deliver the Subscription Amount by wire transfer to a bank account in accordance with the wire transfer instructions set forth on Schedule A. (d) Upon receipt by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under of the requisite payment for all Securities Exchange Act of 1934to be purchased whose subscriptions are accepted, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the CommissionCompany shall, at the Closing Closing: (i) the Purchase Price deposited by the Investor subsequent deliver to the declaration of effectiveness Purchaser a copy of the Registration Statement by wire transfer of immediately available funds irrevocable instructions to the Company’s escrow account per wire instructions as provided transfer agent instructing the transfer agent to deliver, on the signature line below shall be released an expedited basis, a book-entry statement evidencing a number of Shares, rounded down to the nearest whole number, equal to such Purchaser’s Subscription Amount divided by the Share Purchase Price, as held in direct registration system advices by the Company’s transfer agent evidencing the electronic registration and ownership by such Purchaser of the Shares to be purchased by such Purchaser and registered in the name of such Purchaser, and (ii) deliver to Purchaser a certificate stating that the representations and warranties made by the Company in Section 4 of this Agreement are true and correct in all material respects on the date of such Closing relating to the Securities subscribed for pursuant to this Agreement as though made on and as of such Closing Date (provided, however, that representations and warranties that speak as of a specific date shall cause the Shares continue to be delivered true and correct as of the Closing with respect to such date). (e) Purchaser acknowledges and agrees that (i) the purchase of the Securities by Purchaser pursuant to the Investor (A) through Offering is subject to all the facilities of The Depository Trust Company’s DRS system in accordance with the instructions terms and conditions set forth on in this Agreement, and (ii) this Agreement shall be binding upon Purchaser upon the signature page attached hereto under the heading “DRS Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books execution and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned Company of Purchaser’s signed counterpart signature page to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable lawthis Agreement.

Subscription. Investor agrees to buy and the Company agrees to sell to Investor such number of shares (the “Shares”) of the Company’s ordinary sharesSeries A Convertible Preferred Stock, $0.001 par value per share (the “SharesPreferred Stock”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments)S-1, as amended, Registration No. 333-228750 228387 (the “Registration Statement”). The Registration Statement will have has been declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter Underwriter on a “best efforts” up to $20,000,000. The Underwriter also has the option for a period of 45 days to increase the maximum offering size up to $[●] solely to cover over-subscription, if any. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Delivery Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS DWAC system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. agent in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS Electronic Book Entry Delivery Instructions.” If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Each of the Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they it will comply with Rule 15c2-4 under of the Exchange ActAct (“Rule 15c2-4”). As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “RuleNotice 84-7”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account Offering Deposit Account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document, however, the Company cannot insure the investors will forward their respective monies as per Notice 84-7. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow accountOffering Deposit Account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement Offering Deposit Account Agency Agreement and applicable law.

Subscription. Investor agrees to buy and the Company agrees to sell to Investor such number of the Company’s ordinary shares, $0.001 par value per share series A preferred shares (the “Shares”), ) of the Company as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being registered qualified for sale pursuant to a Registration Statement an offering statement on Form F-1 (including any post1-effective amendments)A, Registration File No. 333024-228750 11064 (the “Registration Offering Statement”). The Registration Offering Statement will have been declared effective qualified by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectusoffering circular, however, is subject to change. A final prospectus offering circular and/or prospectus offering circular supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, Craft Capital Management LLC (the “UnderwriterPlacement Agent”) as underwriter placement agent on a “best efforts” up basis with a minimum of $1,350,000 in gross proceeds to be received prior to a Closing and maximum gross proceeds of $20,000,0008,000,000. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus offering circular contained in the Registration Offering Statement when it is declared effective qualified by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness qualification of the Registration Offering Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS DWAC system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Offering Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter Payment of the Purchase Price may not be made by check. Each of the Placement Agent and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they it will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day4. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards regard to monies being sent from an investors investor’s account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Offering Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.

Subscription. (a) Investor agrees to buy and and, subject to acceptance as provided below, the Company agrees to sell and issue to Investor Investor, such number of the Company’s ordinary shares, $0.001 par value per share shares (the “Shares”), ) of Common Stock as are set forth on the signature page hereto, for an the aggregate purchase price set forth on the signature page hereto (the “Purchase Price”). (b) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being have been registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments)S-3, Registration No. 333-228750 220549, which registration statement (the “Registration Statement”). The Registration Statement will have ) has been declared effective by the Securities and Exchange Commission (and is effective on the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to changedate hereof. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. (c) The Company may accept this Subscription at any time for all or any portion of the Shares subscribed for by executing a copy hereof as provided and notifying the Investor within a reasonable time thereafter. The Company has the right to reject this subscription for the Common Stock, in whole or in part for any reason and at any time prior to the Closing (as defined below) thereon, notwithstanding prior receipt by the Investor of notice of acceptance of the Investor’s subscription. In the event the Investor’s subscription is rejected, the Investor’s payment will be returned promptly to the Investor without interest or deduction and this Subscription will have no force or effect. The Shares are being offered subscribed for herein will not be deemed issued to or owned by Boustead Securitiesthe Investor until one copy of this Subscription has been executed by the Investor and countersigned by the Company and the Closing with respect to the Investor’s subscription has occurred. (d) Provided that the full Purchase Price and a completed and executed copy of this Subscription have been tendered and not returned in accordance with Section 2 hereof, LLC (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,000. The completion closing of the Investor’s purchase and sale of the Shares shall occur on or prior to April __, 2019, which date may be extended by up to five business days by the Company without notice to the Investor (the “Closing”) shall take place at a place and time (such date, as may be extended, the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the CommissionPromptly thereafter, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) Investor, which delivery shall be made by delivery of physical certificates to Investor, or if so designated, through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the Investor’s signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members.”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.

Subscription. (a) Investor agrees to buy and the Company agrees to sell and issue to Investor such number of shares of common stock of the Company’s ordinary shares, $0.001 par value per share (the “Shares”), as set forth on the signature page hereto, for an aggregate purchase price set forth on the signature page hereto (the “Purchase Price”). (b) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being have been registered for sale pursuant to on a Registration Statement on Form F-1 (including any post-effective amendments)S-3, Registration Statement No. 333-228750 129275, which registration statement (the “Registration Statement”). The Registration Statement will have ) has been declared effective by the Securities and Exchange Commission Commission, has remained effective since such date and is effective on the date hereof. (the “Commission”c) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,000. The completion Settlement of the purchase and sale of the Shares shall occur via Investor’s brokerage account with ▇▇▇▇ Capital Partners, LLC or Taglich Brothers, Inc., as the case may be (each a placement agent engaged by the Company in connection with the sale and issuance of the Shares and referred to herein as a “Placement Agent”). (d) IF INVESTOR ELECTS SETTLEMENT VIA DELIVERY VERSUS PAYMENT (“DVP”), INVESTOR SHALL AFFIRM THE TRADE NO LATER THAN ONE (1) BUSINESS DAY AFTER THE TRADE DATE AS DETERMINED BY THE PLACEMENT AGENTS AND COMMUNICATED TO THE INVESTOR, AND WHICH SHALL BE NO LATER THAN APRIL 21, 2006 (THE “TRADE DATE”), AND THE PURCHASE AND SALE OF THE SHARES SHALL BE SETTLED THREE (3) BUSINESS DAYS AFTER THE TRADE DATE (THE “CLOSING DATE”). (e) IF INVESTOR ELECTS SETTLEMENT VIA A CASH ACCOUNT WITH A PLACEMENT AGENT, INVESTOR SHALL REMIT THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE PURCHASE PRICE TO SUCH INVESTOR’S BROKERAGE ACCOUNT WITH THE APPLICABLE PLACEMENT AGENT AS SOON AS IS PRACTICABLE, AND IN ANY EVENT NO LATER THAN THE CLOSING DATE. (f) Funds shall be delivered by the applicable Placement Agent on behalf of the Investor to the Company on the Closing Date unless (i) the agreement between the Company and the Placement Agents (the “ClosingPlacement Agency Agreement”) shall take place at a place and time is terminated pursuant to the terms thereof or (the “Closing Date”ii) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained Placement Agency Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all other investors of the Shares that they have agreed to purchase from the Company. The Placement Agents shall have no rights in or to any of the Registration Statement when it is declared effective funds delivered by the Commission, at Investor pursuant to this Subscription Agreement. (g) On the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agentDate, the Company shall send written confirmation of deliver the Shares to Investor’s brokerage account with the applicable Placement Agent, such delivery Shares to be registered in such name or names as designated in writing by the Investor at the address indicated on the Signature Page hereofInvestor. No fractional The Shares shall be purchased unlegended and free of any excess funds representing fractional Shares shall be returned to the Investorresale restrictions. (h) THE OFFERING AND SALE OF THE SHARES IS BEING MADE ON A “BEST EFFORTS” BASIS BY THE PLACEMENT AGENTS, AND NOT ON AN UNDERWRITTEN BASIS. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable lawSETTLEMENT IS BEING MADE THROUGH BROKERAGE ACCOUNTS ESTABLISHED WITH THE PLACEMENT AGENTS FOR INVESTOR’S CONVENIENCE ONLY.

Subscription. Investor agrees to buy and the Company agrees to sell and issue to Investor such number of the Company’s ordinary sharesshares of common stock, par value $0.001 par value per share (the “SharesCommon Stock”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the product of the aggregate number of Shares shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being Purchase Price is set forth on the signature page hereto. The shares have been registered for sale pursuant to on a Registration Statement on Form F-1 (including any post1-effective amendments)A, Registration No. 333-228750 .: _______________ (the “Registration Statement”). The Registration Statement will have has been declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to changeeffective on the date hereof. A final prospectus and/or prospectus supplement offering circular will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,000. The completion of the purchase and sale of the Shares shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the CommissionAgreement, at the Closing Closing, (i) the Investor shall pay the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow bank account per wire instructions as provided on the signature line below shall be released to by the Company, and (ii) the Company shall cause the Shares (a) Common Stock to be delivered to the Investor (A) with the delivery of the Common Stock to be made through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) or, if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS systemhereto, through the book-entry physical delivery of Shares on certificates evidencing the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery Common Stock to the Investor at the residential or business address indicated on thereon). Funds for the Signature Page hereof. No fractional Shares shall Purchase Price should be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shareswired to: BrannellyLaw, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory AuthorityPLLC Trust Account c/o PGD Eco Solutions, Inc. (collectively▇▇▇▇▇ Fargo Bank 420 Montgomery, the “Rule”)▇▇▇ ▇▇▇▇▇▇▇▇▇, all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account▇▇ ▇▇▇▇▇ Account name: BrannellyLaw, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.PLLC Account number: 3930919844 Wire Routing Number ▇▇▇▇▇▇▇▇▇ SWIFT Code: ▇▇▇▇▇▇▇▇

Subscription. Investor (1) Subject to the conditions to closing set forth herein, each Purchaser hereby irrevocably subscribes for and agrees to buy and purchase Securities for the Company agrees to sell to Investor such number of the Company’s ordinary shares, $0.001 par value per share (the “Shares”), as aggregate purchase price set forth on the signature page hereto, for an aggregate purchase price of such Purchaser hereto (the “Purchase PriceSubscription Amount”). The Securities to be issued to a Purchaser hereunder shall consist of (i) Shares in an amount equal to the product quotient of (x) the aggregate number of Shares the Investor has agreed to purchase and Subscription Amount, divided by (y) the Offering Price, rounded down to the nearest whole number, and (ii) a Warrant to purchase such number of shares of Common Stock to be determined based on a ratio of one (1) share of Common Stock for every two and one half (2.5) Shares purchased hereunder, rounded down to the nearest whole number. The aggregate amount of Securities to be issued pursuant to the Offering shall not exceed 9,823,983 Shares, which number represents 19.9% of the total shares of Common Stock outstanding on the date hereof, and Warrants to purchase 3,929,593 shares of Common Stock. The Company shall allocate the Subscription Amount between the Shares and the Warrants prior to the Closing (as defined below) and provide notice to the Purchasers of such allocation. (2) For purposes of this Agreement, the “Offering Price” shall be $1.45, which shall be the price per share Share to be paid by the Purchasers. (3) As soon as set forth possible, but no later than three (3) business days after the date on which the signature page hereto. The Shares are being registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments), Registration No. 333-228750 Company receives notice from the American Stock Exchange (the “Registration StatementAMEX”). The Registration Statement will have been declared effective ) that the application for listing of the Registrable Securities, as defined below, on Amex by the Securities Company has been accepted and Exchange Commission (approved, the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to Company shall hold the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,000. The completion closing of the purchase and sale of the Shares Offering (the “Closing”) shall take place at a place ” and time (the date of the Closing, the “Closing Date”). Prior to the Closing, each Purchaser shall deliver the applicable Subscription Amount, by wire transfer to such escrow account in accordance with the wire transfer instructions set forth on Schedule A, and such amount shall be held in the manner described in Paragraph (4) below. There is no minimum subscription amount required for the Closing. (4) All payments for Securities made by the Purchasers will be deposited as soon as practicable for the undersigned’s benefit in a non-interest bearing escrow account. Payments for Securities made by the Purchasers will be returned promptly, prior to be specified an applicable Closing, without interest or deduction, if, or to the extent, the undersigned’s subscription is rejected or the Offering is terminated for any reason. (5) Upon receipt by the Company of the requisite payment for all Securities to be purchased by the Purchasers whose subscriptions are accepted, the Company shall, at the Closing: (i) issue to each Purchaser stock certificates representing the shares of Common Stock purchased at such Closing under this Agreement; (ii) issue to each Purchaser a Warrant to purchase such number of shares of Common Stock calculated based on the number of shares of Common Stock issued at such Closing and Underwriter in accordance with Rule 15c6-1 promulgated under Paragraph (1) above; (iii) deliver to the Securities Exchange Act of 1934Purchasers and to ▇▇▇▇▇▇▇▇▇▇▇ & Co. Inc., as amended the placement agent for the Offering (the “Exchange ActPlacement Agent”). Upon satisfaction or waiver of all , a certificate stating that the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective representations and warranties made by the CommissionCompany in Section C of this Agreement were true and correct in all material respects when made and are true and correct in all material respects on the date of each such Closing relating to the Securities subscribed for pursuant to this Agreement as though made on and as of such Closing date (provided, at however, that representations and warranties that speak as of a specific date shall continue to be true and correct as of the Closing (i) the Purchase Price deposited by the Investor subsequent with respect to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, such date); and (iiiv) the Company shall cause the Shares to be delivered to the Investor Placement Agent and the Purchasers an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇ & Bockius, LLP substantially in the form of Exhibit A hereto and reasonably acceptable to counsel for the Placement Agent. (A6) through Each Purchaser acknowledges and agrees that the facilities of The Depository Trust Company’s DRS system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery purchase of Shares on the books and records of the Company’s transfer agent. If delivery is made Warrants by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery Purchaser pursuant to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned Offering is subject to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, all the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date conditions set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable lawthis Agreement.

Subscription. Investor agrees to buy and the Company agrees to sell and issue to Investor such number of the Company’s ordinary shares, $0.001 par value per share common stock (the “Shares”), par value $0.001 per share, as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price Purchase Price per share Share as set forth on the signature page hereto. The Shares are being registered for sale offered pursuant to a Registration Statement registration statement on Form F-1 (including any post-effective amendments)S-1, Registration File No. 333-228750 27122 (the “Registration Statement”). The Registration Statement will have been was declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectusprospectus (the “Prospectus”) which forms a part of the Registration Statement, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Univest Securities, LLC (the “UnderwriterPlacement Agent”) as underwriter Placement Agent on a “best efforts, minimum/maximum” up basis pursuant to $20,000,000an underwriting agreement (the “Placement Agent Agreement”). The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter Placement Agents in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in Placement Agent Agreement and the Registration Statement when it is declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer or ACH transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below accounts shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS DWAC system, through the DRS or book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter Placement Agent and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreementPlacement Agent Agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they it will comply with Exchange Act Rule 15c2-4 under the Exchange Act4. As per Rule 15c2-4 Payments may only be made by wire transfer or electronic deposit, and Notice to Members 84-7 issued no payments may be made by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business daycheck. In regard With regards to monies being wired or sent via ACH transfer from an investor’s bank account, the Members shall request the investors to send their wires or ACH transfers by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors investor’s account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow accountaccounts. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account accounts will be returned to investors promptly in accordance with the terms of the escrow agreement agreements and applicable law.

Subscription. (a) Investor agrees to buy and and, subject to acceptance as provided below, the Company agrees to sell and issue to Investor Investor, such number of the Company’s ordinary shares, $0.001 par value per share shares (the “Shares”)) of Common Stock, free of restrictive legend and stop transfer orders, as are set forth on the signature page hereto, for an the aggregate purchase price set forth on the signature page hereto (the “Purchase Price”). (b) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being have been registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments)S-3, Registration No. 333-228750 268560, which registration statement (the “Registration Statement”). The Registration Statement will have been ) was declared effective by the Securities and Exchange Commission (on December 6, 2022, and is effective on the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to changedate hereof. A final prospectus and/or prospectus supplement relating to the offering of the Shares (the “Prospectus Supplement”) will be delivered to the Investor as extent required by law. (c) The Company may accept this Subscription at any time for all or any portion of the Shares subscribed for by executing a copy hereof as provided and notifying the Investor within a reasonable time thereafter. Upon or prior to the acceptance of this Subscription, Investor shall tender to the Company the full Purchase Price of this Subscription (or the accepted portion thereof) by wire transfer in accordance with instructions provided in writing by the Company. In the event that the Closing is not consummated on or prior to the Closing Date, unless otherwise agreed to by Investor in writing, the Purchase Price shall be returned to the Investor, without interest or deduction. The Company has the right to reject this subscription for the Common Stock, in whole or in part for any reason and at any time prior to the Closing (as defined below) thereon, notwithstanding prior receipt by the Investor of notice of acceptance of the Investor’s subscription. In the event the Investor’s subscription is rejected, the Investor’s payment will be returned promptly to the Investor without interest or deduction and this Subscription will have no force or effect. The Shares are being offered subscribed for herein will not be deemed issued to or owned by Boustead Securitiesthe Investor until one copy of this Subscription has been executed by the Investor and countersigned by the Company and the Closing with respect to the Investor’s subscription has occurred. (d) Provided the Purchase Price has been delivered to the Company and the Company has filed the Prospectus Supplement pursuant to Rule 424(b), LLC (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,000. The completion closing of the Investor’s purchase and sale of the Shares pursuant to this Subscription (the “Closing”) shall take place at a place and time occur on or prior to the first business day after the date of this Subscription (the date of the Closing, the “Closing Date”) ); provided that the Closing Date shall occur on or prior to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under second business day after the Securities Exchange Act date of 1934, as amended (the “Exchange Act”)this Subscription if this Subscription is executed after 4:30 p.m. Eastern time. Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the CommissionClosing, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) Investor, which delivery shall be made through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the Investor’s signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) if requested otherwise provided in writing by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.

Subscription. Investor agrees to buy and the Company agrees to sell and issue to Investor such number of the Company’s ordinary sharesOrdinary Shares, $0.001 par value $0.0001 per share (the “Shares”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price Purchase Price per share Share as set forth on the signature page hereto. The Shares are being registered for sale offered pursuant to a Registration Statement on Form F-1 (including any post-effective amendments)F-1, Registration File No. 333-228750 333-___________ (the “Registration Statement”). The Registration Statement will have been was declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectusprospectus (the “Prospectus”) which forms a part of the Registration Statement, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities▇▇▇▇▇▇ ▇▇▇▇▇ Capital, LLC (the “Underwriter”) as underwriter on a “best efforts, minimum/maximum” up basis pursuant to $20,000,000an underwriting agreement (the “Underwriting Agreement”). The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter Underwriters in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in Underwriting Agreement and the Registration Statement when it is declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer or ACH transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below accounts shall be released to the Company, and (ii) the Company shall allot, issue and cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS DWAC system, through the DRS or book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreementUnderwriting Agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they it will comply with Exchange Act Rule 15c2-4 under the Exchange Act4. As per Exchange Act Rule 15c2-4 and FINRA Notice to Members Rule 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard With regards to monies being wired or sent via ACH transfer from an investor’s bank account, the Members shall request the investors to send their wires or ACH transfers by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors investor’s account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow accountaccounts. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account accounts will be returned to investors promptly in accordance with the terms of the escrow agreement agreements and applicable law.

Subscription. Investor agrees to buy and the Company agrees to sell and issue to Investor such number of the Company’s ordinary shares, $0.001 par value per share shares (the “Shares”)) of the Company’s common stock, $0.00001 par value per share, as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being registered for sale offered pursuant to a Registration Statement an offering statement on Form F-1 (including any post1-effective amendments)A, Registration as amended, File No. 333024-228750 10874 (the “Registration Offering Statement”). The Registration Offering Statement will have been declared effective qualified by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectusoffering circular (the “Offering Circular”), which forms a part of the Offering Statement, however, is subject to change. A final prospectus Offering Circular and/or prospectus supplement to Offering Circular will be delivered or made available to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC LLC, as underwriter (the “Underwriter”) as underwriter ), on a “best efforts, minimum/maximum” up to $20,000,000basis. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the CommissionUnderwriting Agreement and Offering Statement, at the Closing Closing, (i) the Investor shall pay the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement check or by wire transfer of immediately available funds to the Company’s escrow account Offering Deposit Account per wire instructions as provided on the signature line below shall be released to the Companybelow, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) with the delivery of the Shares to be made through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) or, if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS systemhereto, through the book-entry physical delivery of certificates evidencing the Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the residential or business address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Sharesthereon). The Underwriter and any participating broker broker-dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under of the Exchange ActAct (“Rule 15c2-4”). As per Rule 15c2-4 and FINRA Notice to Members Rule 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “RuleRule 84-7”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account Offering Deposit Account by noon the next business day. In regard regards to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the next business day immediately following day, however, the receipt of a completed subscription documentCompany cannot insure the investors will forward their respective monies as per Rule 84-7. In regards to monies being sent from an investors Investor’s account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent Deposit Account Agent following the receipt of a completed subscription document and completed wire instructions by the investor Investor to send funds to the escrow accountOffering Deposit Account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon 12:00 pm EST of the next business day. In the event that funds are sent in and the offering does not close for any reason prior to the termination date Termination Date set forth in the Registration Statementfinal Offering Circular, all funds deposited in the escrow account will be returned to investors the Investors promptly in accordance with the terms of the escrow agreement Offering Deposit Account Agency Agreement and applicable law.

Subscription. Investor The undersigned hereby agrees to buy and purchase from the Company agrees to sell to Investor such the number of shares (the Company’s ordinary shares"Preferred Shares") of Series G Convertible Preferred Stock, $0.001 .01 par value per share (the “Shares”"Preferred Stock"), as of the Company set forth on the signature page heretoof this Agreement, having the terms and conditions as set forth in the form of Certificate of Designations attached hereto as ANNEX I (the "Certificate of Designations") at the price per share and for an the aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page heretoof this Agreement. The Shares are being registered purchase price for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments), Registration No. 333-228750 (the “Registration Statement”)Preferred Stock shall be payable in United States Dollars. The Registration Statement will have been declared effective by the Securities and Exchange Commission Buyer hereby agrees that certificates for a number of Preferred Shares equal to (the “Commission”i) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,000. The completion 40% of the purchase and sale total number of Preferred Shares shall bear the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing first legend set forth in Section 9(a)(ii) of the preliminary prospectus contained terms of the Preferred Stock in the Registration Statement when it is declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration Certificate of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, Designations and (ii) 60% of the Company total number of Preferred Shares shall cause bear the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS system in accordance with the instructions second legend set forth on the signature page attached hereto under the heading “DRS Instructions,” or (Bin Section 9(a)(ii) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records terms of the transfer agentPreferred Stock in the Certificate of Designations. In addition to issuance of the Preferred Shares, the Company shall send written confirmation of such delivery issue to the Investor at the address indicated Buyer on the Signature Page hereofClosing Date (as herein defined) warrants to purchase shares of Common Stock, such warrants to be in the form attached hereto as ANNEX II (the "Warrants"). No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment The number of shares of Common Stock initially purchasable upon exercise of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice Warrants to Members 84-7 be issued by the Financial Industry Regulatory Authority, Inc. Buyer on the Closing Date shall be the quotient obtained by dividing (collectively, 1) the “Rule”), all checks that are accompanied by a subscription agreement will number of shares of Common Stock into which the number of Preferred Shares to be promptly sent along with the subscription agreements issued to the escrow account Buyer on the Closing Date would be convertible on the Closing Date, if the Preferred Shares were convertible on the Closing Date, by noon the next business day(2) four (4). In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt The shares of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon Common Stock issuable upon conversion of the next business day. In Preferred Shares are referred to herein as the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms "Conversion Shares." The shares of Common Stock issuable upon exercise of the escrow agreement Warrants are referred to herein as the "Warrant Shares." The Conversion Shares and applicable lawthe Warrant Shares are referred to herein collectively as the "Common Shares." The Common Shares and the Preferred Shares are referred to herein collectively as the "Shares." The Shares and the Warrants are referred to herein collectively as the "Securities."

Subscription. Investor (a) Subject to the conditions to closing set forth herein, each Purchaser hereby irrevocably subscribes for and agrees to buy and purchase Securities for the Company agrees to sell to Investor such number of purchase price indicated on the Company’s ordinary shares, $0.001 par value per share subscription form (the “SharesSubscription Amount”). The Securities to be issued to Purchaser hereunder shall consist of Shares in an amount equal to, as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal rounded down to the product nearest whole number, the quotient of (x) the aggregate number of Shares the Investor has agreed to purchase and Subscription Amount, divided by (y) the Share Purchase Price. (b) For the purposes of this Agreement, the purchase price per share as set forth on the signature page hereto. The Shares are being registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments), Registration No. 333-228750 each Share shall be $1.00 (the “Registration StatementShare Purchase Price”). . (c) The Registration Statement will have been declared effective by Company shall use its reasonable best efforts to hold the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,000. The completion closing of the purchase and sale of the Shares Offering (the “Closing”) shall take place at a place , and time (the date of the Closing, the “Closing Date”) no later than April 25, 2022. Prior to be specified the Closing, Purchaser shall deliver the Subscription Amount by wire transfer to a bank account in accordance with the wire transfer instructions set forth on Schedule A. (d) Upon receipt by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under of the requisite payment for all Securities Exchange Act of 1934to be purchased whose subscriptions are accepted, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the CommissionCompany shall, at the Closing Closing: (i) the Purchase Price deposited by the Investor subsequent deliver to the declaration of effectiveness Purchaser a copy of the Registration Statement by wire transfer of immediately available funds irrevocable instructions to the Company’s escrow account per wire instructions as provided transfer agent instructing the transfer agent to deliver, on the signature line below shall be released an expedited basis, a book-entry statement evidencing a number of Shares, rounded down to the nearest whole number, equal to such Purchaser’s Subscription Amount divided by the Share Purchase Price, as held in direct registration system advices by the Company’s transfer agent evidencing the electronic registration and ownership by such Purchaser of the Shares to be purchased by such Purchaser and registered in the name of such Purchaser, and (ii) deliver to Purchaser a certificate stating that the representations and warranties made by the Company in Section 3 of this Agreement are true and correct in all material respects on the date of such Closing relating to the Securities subscribed for pursuant to this Agreement as though made on and as of such Closing Date (provided, however, that representations and warranties that speak as of a specific date shall cause the Shares continue to be delivered true and correct as of the Closing with respect to such date). (e) Each Purchaser acknowledges and agrees, solely with respect to itself, that (i) the purchase of the Securities by Purchaser pursuant to the Investor (A) through Offering is subject to all the facilities of The Depository Trust Company’s DRS system in accordance with the instructions terms and conditions set forth on in this Agreement, and (ii) this Agreement shall be binding upon Purchaser upon the signature page attached hereto under the heading “DRS Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books execution and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned Company of Purchaser’s signed counterpart signature page to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable lawthis Agreement.

Subscription. Investor agrees to buy and the Company agrees to sell and issue to Investor such number of the Company’s ordinary shares, $0.001 par value per share common stock (the “Shares”), par value $0.001 per share, as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price Purchase Price per share Share as set forth on the signature page hereto. The Shares are being registered for sale offered pursuant to a Registration Statement registration statement on Form F-1 (including any post-effective amendments)S-1, Registration File No. 333-228750 27122 (the “Registration Statement”). The Registration Statement will have been was declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectusprospectus (the “Prospectus”) which forms a part of the Registration Statement, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Univest Securities, LLC (the “UnderwriterPlacement Agent”) as underwriter Placement Agent on a “best efforts, minimum/maximum” up basis pursuant to $20,000,000an underwriting agreement (the “Placement Agent Agreement”). The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter Placement Agents in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in Placement Agent Agreement and the Registration Statement when it is declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer or ACH transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below accounts shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS DWAC system, through the DRS or book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter Placement Agent and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreementPlacement Agent Agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they it will comply with Exchange Act Rule 15c2-4 under the Exchange Act4. As per Rule 15c2-4 Payments may only be made by wire transfer or ACH transfer, and Notice to Members 84-7 issued no payments may be made by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business daycheck. In regard With regards to monies being wired or sent via ACH transfer from an investor’s bank account, the Members shall request the investors to send their wires or ACH transfers by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors investor’s account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow accountaccounts. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account accounts will be returned to investors promptly by noon of the second Banking Day following termination in accordance with the terms of the escrow agreement agreements and applicable law. A “Banking Day” is any day other than a Saturday, Sunday or a day that a New York State chartered bank is not legally obligated to be open.

Subscription. Investor agrees to buy and the Company agrees to sell and issue to Investor such number shares (the “Shares”) of the Company’s ordinary common shares, $0.001 par value per share (the “Common Shares”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share (the “Purchase Price”) as set forth on the signature page hereto. The Purchase Price is set forth on the signature page hereto. The Shares are being have been registered for sale pursuant to on a Registration Statement on Form F-1 (including any post-effective amendments)S-1, Registration No. 333-228750 198788 (the “Registration Statement”). The Registration Statement will have has been declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to changeeffective on the date hereof. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,000. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter ViewTrade Securities Inc. (the “Placement Agent”), in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the CommissionAgreement, at the Closing Closing, (i) the Investor shall pay the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow bank account per wire instructions as provided on the signature line below shall be released to by the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) with the delivery of the Shares to be made through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) or, if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS systemhereto, through the book-entry physical delivery of certificates evidencing the Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the residential or business address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”thereon), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.

Subscription. Investor a. Subscriber agrees to buy buy, and the Company agrees to sell and issue to Investor Subscriber such number of Common shares (the “Common shares”) of the Company’s ordinary shares, $0.001 par value per share (the “Shares”)common stock, as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares Common shares the Investor Subscriber has agreed to purchase and (y) $0.01 the purchase offering price per share Share as set forth on the signature page hereto. The Shares Purchase Price is set forth on the signature page hereto. b. The Common shares are being registered for sale offered pursuant to a Registration Statement an offering statement on Form F-1 (including any post1-effective amendments)A, Registration No. 333-228750 (the “Registration Offering Statement”). The Registration Current Offering Statement will have has not been declared effective qualified by the Securities and Exchange Commission (the “Commission”) and prior to issuance of any Shares Common shares and acceptance of any InvestorSubscriber’s subscription. The prospectusoffering circular (the “Offering Circular”) which forms a part of the Offering Statement, however, is subject to change. A final prospectus Offering Circular and/or prospectus supplement to Offering Circular will be delivered to the Investor Subscriber as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,000. . c. The completion of the purchase and sale of the Shares Common shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the CommissionOffering Statement, at the Closing Closing, (i) the Subscriber shall pay the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement check, ACH or by wire transfer of immediately available funds to the Company’s escrow special account per wire instructions as provided on the signature line below shall be released to the Companybelow, and (ii) the Company shall cause the Shares shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS system in accordance Subscriber with the instructions set forth on the signature page attached hereto under the heading “DRS Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is share to be made by book entry on the books and records of through the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.

Subscription. Investor agrees to buy and the Company agrees to sell to Investor such number of the Company’s ordinary shares, $0.001 par value US$0.001 per share (the “Shares”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being registered for sale pursuant to a Registration Statement currently effective shelf registration statement on Form F-1 F-3 (including any post-effective amendments), Registration No. 333-228750 273266) (the “Registration Statement”). The Registration Statement will have been was declared effective by the U.S. Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectuson July 21, however, is subject to change2023. A final prospectus and/or prospectus supplement (the “Prospectus Supplement”) will be filed with the Commission and delivered to the Investor as required by law. The Shares are being self-underwritten and offered by Boustead Securities, LLC (the “Underwriter”) as underwriter Company on a “best efforts” up to $20,000,000basis, with a per share price of US$0.50. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary base prospectus contained in the Registration Statement when it is declared effective by and the CommissionProspectus Supplement, at the Closing (i) the Investor shall pay the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of Company for the Registration Statement Shares to be issued and sold to such Investor, by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Companybelow, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement Statement, any amendment to the Registration Statement, and any amendmentthe Prospectus Supplement, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.

Subscription. Investor agrees to buy and the Company agrees to sell to Investor such number of shares (the “Shares”) of the Company’s ordinary sharesshare, $0.001 0.0001 par value per share (the “SharesOrdinary share”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments)F-1, Registration No. 333-228750 227131 (the “Registration Statement”). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,00021,000,000. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they it will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.

Subscription. Investor agrees to buy and the Company agrees to sell and issue to Investor such number of the Company’s ordinary shares, $0.001 par value per share units (the “SharesUnits”), as set forth on the signature page hereto, ) for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares Units the Investor has agreed to purchase and (y) the purchase price per Unit, each as set forth on the signature page hereto. Each Unit consists of (i) one share as (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”) and (ii) a warrant (the “Warrants”) to purchase one half share of Common Stock. The Purchase Price is set forth on the signature page hereto. The Shares are (included in the Units being bought by the Investor hereunder) have been registered for sale pursuant to on a Registration Statement on Form F-1 (including any post-effective amendments)S-1, Registration No. 333-228750 193053 (the “Registration Statement”). The Registration Statement will have has been declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to changeeffective on the date hereof. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,000. The completion of the purchase and sale of the Shares Units (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter Brean Capital, LLC (the “Placement Agent”), in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). After the execution of this Agreement but prior to the Closing Date, the Investor shall pay the Purchase Price by either (i) wire transfer of immediately available funds to the bank account maintained by Continental Stock Transfer & Trust per wire instructions as provided by the Company and the Placement Agent or (ii) by check payable to Continental Stock Transfer & Trust and delivered to Continental Stock Transfer & Trust, CST&T AAF CytoSorbents Corporation Escrow Account, 1▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇. Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commissionplacement agent agreement, at the Closing Closing, (i) the escrow agent shall pay the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow bank account per wire instructions as provided on the signature line below shall be released to by the Company, and (ii) the Company shall cause the Shares and Warrants to be delivered to the Investor (A) with the delivery of the Shares to be made through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) or, if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS systemhereto, through the book-entry physical delivery of certificates evidencing the Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the residential or business address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”thereon), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.

Subscription. Investor a. Subscriber agrees to buy and the Company agrees to sell and issue to Investor Subscriber such number of units (the “Units”) of the Company’s ordinary sharescommon stock, $0.001 par value per share (the “Shares”)and digital coin as a unit, as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares Units the Investor Subscriber has agreed to purchase and (y) $4.00 the purchase offering price per share Unit as set forth on the signature page hereto. The Shares Purchase Price is set forth on the signature page hereto. b. The Units are being registered for sale offered pursuant to a Registration Statement an offering statement on Form F-1 (including any post1-effective amendments)A, Registration File No. 333024-228750 10617 (the “Registration Offering Statement”). The Registration Current Offering Statement will have has not been declared effective qualified by the Securities and Exchange Commission (the “Commission”) and prior to issuance of any Shares Units and acceptance of any InvestorSubscriber’s subscription. The prospectusoffering circular (the “Offering Circular”) which forms a part of the Offering Statement, however, is subject to change. A final prospectus Offering Circular and/or prospectus supplement to Offering Circular will be delivered to the Investor Subscriber as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,000. . c. The completion of the purchase and sale of the Shares Units (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the CommissionOffering Statement, at the Closing Closing, (i) the Subscriber shall pay the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement check or by wire transfer of immediately available funds to the Company’s escrow special account per wire instructions as provided on the signature line below shall be released to the Companybelow, and (ii) the Company shall cause the Shares shares to be delivered to the Investor (A) Subscriber with the delivery of the unit to be made through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) or, if requested by the Investor Subscriber on the signature page hereto hereto, through the physical delivery of certificates evidencing the Units to the residential or if business address indicated thereon), and will cause the Company is unable digital coin to make be delivered to the Subscriber with the delivery of the unit to be made through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable lawfederally licensed crypto currency exchange.

Subscription. (a) Investor agrees to buy and the Company agrees to sell and issue to Investor (i) such number of shares (the “Shares”) of the Company’s ordinary sharescommon stock, $0.001 par value per share (the “SharesCommon Stock”), and (ii) warrants to purchase such number of shares of Common Stock (the “Warrants,” and together with the Shares, the “Securities”) as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as Share set forth on the signature page hereto. The Shares Purchase Price is set forth on the signature page hereto. The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of the Securities to them. The Investor and the Other Investors are being hereinafter sometimes collectively referred to as the “Investors,” and this Subscription and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Subscriptions". (b) The Securities have been registered for sale pursuant to on a Registration Statement on Form F-1 (including any post-effective amendments)S-3, Registration No. 333-228750 162671 (the “Registration Statement”). The Registration Statement will have has been declared effective by the Securities and Exchange Commission (and is effective on the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to changedate hereof. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC . (the “Underwriter”c) as underwriter on a “best efforts” up to $20,000,000. The completion Payment of the purchase Purchase Price for, and sale of delivery by the Shares Company of, the Securities shall take place at a closing (the “Closing”), which shall occur no later than three (3) shall take place at a place and time (trading days after the “Closing Date”) date of this Subscription, subject to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing the Closing (the “Company Closing Conditions”) set forth in the preliminary prospectus contained in Placement Agency Agreement (the Registration Statement when it is declared effective “Placement Agreement”) dated July 22, 2010 by and among the CommissionCompany and the placement agent named therein (the “Placement Agent”). (d) At or prior to the Closing, at the Closing (i) Investor shall remit by wire transfer the amount of funds equal to the Purchase Price deposited to following account designated by the Investor subsequent Company and the Placement Agent pursuant to the declaration terms of effectiveness that certain Escrow Agreement (the “Escrow Agreement”) dated as of the Registration Statement July 22, 2010, by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to and among the Company, the Placement Agent and Collateral Agents, LLC (ii) the “Escrow Agent”): Account Name: Lightbridge Corporation Account Number: 664686672 Bank Name: HSBC BANK USA, N.A. Bank Address: 9▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ABA Number: 0▇▇▇▇▇▇▇▇ Swift Number: MRMDUS 33 Contact: S▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: 7▇▇-▇▇▇-▇▇▇▇ Such funds shall be held in escrow until the Closing and delivered by the Escrow Agent on behalf of the Investors to the Company upon the satisfaction of the Company Closing Conditions. The Placement Agent shall have no rights in or to any of the escrowed funds, unless the Placement Agent and the Escrow Agent are notified in writing by the Company in connection with the Closing that a portion of the escrowed funds shall be applied to the Placement Fee. Investor shall also furnish to the Placement Agent a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form). At the Closing, upon receipt of the Purchase Price, the Company shall cause the Shares Securities to be delivered to the Investor (A) Investor, with the delivery of the Shares to be made through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make and the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is Warrants to be made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery mail to the Investor at the address indicated set forth on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to signature page attached hereto immediately under the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable lawsignature block.

Subscription. Investor agrees to buy and the Company agrees to sell to Investor such number of shares (the “Shares”) of the Company’s ordinary sharesSeries A Convertible Preferred Stock, $0.001 par value per share (the “SharesPreferred Stock”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments)S-1, as amended, Registration No. 333-228750 228387 (the “Registration Statement”). The Registration Statement will have has been declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter Underwriter on a “best efforts” up to $20,000,000. The Underwriter also has the option for a period of 45 days to increase the maximum offering size up to $3,000,000 solely to cover over-subscription, if any. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Delivery Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS DWAC system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. agent in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS Electronic Book Entry Delivery Instructions.” If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Each of the Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they it will comply with Rule 15c2-4 under of the Exchange ActAct (“Rule 15c2-4”). As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “RuleNotice 84-7”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account Offering Deposit Account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document, however, the Company cannot insure the investors will forward their respective monies as per Notice 84-7. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow accountOffering Deposit Account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement Offering Deposit Account Agency Agreement and applicable law.

Subscription. Investor agrees to buy and the Company agrees to sell and issue to Investor such number of units (the Company’s ordinary shares“Units”), $0.001 par value per each Unit consisting of one common share of the Company (the “Shares”), and one warrant to purchase one common share of the Company (the “Warrant”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares Units the Investor has agreed to purchase and (y) the purchase price Purchase Price per share Unit, each as set forth on the signature page hereto. The Shares Units are being registered for sale offered pursuant to a Registration Statement registration statement on Form F-1 (including any post-effective amendments)S-1, Registration File No. 333-228750 220844 (as amended, the “Registration Statement”). The Registration Statement will have been was declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares Units and acceptance of any Investor’s subscriptionSubscription. The prospectusprospectus (the “Prospectus”), which forms a part of the Registration Statement, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares Units are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts, minimum/maximum” up basis pursuant to $20,000,000an underwriting agreement (the “Underwriting Agreement”). The completion of the purchase and sale of the Shares Units (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter Underwriters in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in Underwriting Agreement and the Registration Statement when it is declared effective by the bythe Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer or ACH transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares and the Warrants to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS DWAC system, through the DRS or book-entry delivery of Shares and the Warrants on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreementUnderwriting Agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they it will comply with Exchange Act Rule 15c2-4 under the Exchange Act4. As per Exchange Act Rule 15c2-4 and FINRA Notice to Members Rule 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard With regards to monies being wired or sent via ACH transfer from an investor’s bank account, the Members shall request the investors to send their wires or ACH transfers by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors investor’s account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.

Subscription. Investor The undersigned (the “Purchaser”) hereby agrees to buy and purchase the Company agrees to sell to Investor such number of the Company’s ordinary shares, $0.001 par value US$0.00025 per share (the “Shares”), as with accompanying warrants, of Multi Ways Holdings Limited, a Cayman Islands company limited by shares (the “Company”), set forth on the signature page hereto, for an aggregate purchase price to this agreement (the “Purchase PriceSubscription Agreement”) equal to ). Each Share is sold together with one accompanying warrant, substantially in the product of form attached hereto as Exhibit A (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments)collectively, Registration No. 333-228750 (the “Registration StatementSecurities”). The Registration Statement will have been declared effective by the Securities and Exchange Commission are being offered (the “CommissionOffering”) prior by the Company pursuant to issuance this Subscription Agreement dated as of any Shares and acceptance of any Investor’s subscriptionthe date hereof, as may be amended and/or supplemented from time to time. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares Securities are being offered by Boustead on a “best efforts” basis for up to a maximum of US$[ ] (the “Maximum Offering”) at a purchase price of US$0.165 per Share and accompanying warrant. The Company has appointed Spartan Capital Securities, LLC (the “UnderwriterPlacement Agent”) as underwriter on a “best efforts” up to $20,000,000the exclusive placement agent in the Offering. The completion Shares shall have the preferences, rights, limitations and other terms set forth in the Amended and Restated Memorandum and Articles of Association, as amended, (the “Memorandum and Articles of Association”) and the warrants shall have the preferences, rights, limitations and other terms set forth in Exhibit A attached hereto. The Securities will be sold at the closing of the purchase and sale of the Shares Offering (the “Closing”) shall take place ), at a place and any time prior to the Termination Date (defined hereafter). The Purchaser’s subscription for the “Closing Date”) to Securities will be specified by the Company and Underwriter made in accordance with Rule 15c6-1 promulgated under and subject to the Securities Exchange Act terms and conditions of 1934this Subscription Agreement and the other Transaction Documents (as defined below). Certain capitalized terms used, but not otherwise defined herein, will have the respective meanings provided in the prospectus relating to this Offering, as amended (the “Exchange ActProspectus”) or the Confidential Private Placement Memorandum for the Offering, as amended (the “Memorandum”), as the case may be. Upon satisfaction or waiver The Securities will be offered until the earliest to occur of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission, at the Closing (i) the Purchase Price deposited by date upon which subscriptions for the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and Maximum Offering have been accepted or (ii) the date upon which the Company shall cause and the Shares Placement Agent elect to terminate this Offering in their mutual discretion, but no later than September 30, 2025, or such later date as may be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS Instructions,” or (B) if requested agreed upon by the Investor on Company and the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers Placement Agent (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “RuleTermination Date”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that (i) subscriptions for the offering Offering are rejected in whole (at the sole discretion of the Company or the Placement Agent), (ii) the Closing does not close for any reason occur prior to the termination date set forth Termination Date or (iii) the Offering is otherwise terminated by the Company, then the appointed escrow agent will refund all subscription funds held to the Purchasers who submitted such funds, without interest, penalty or deduction. If a subscription for Securities is rejected in part (at the Registration Statementsole discretion of the Company or the Placement Agent) and the Company accepts the portion not so rejected, all the funds deposited in for the escrow account rejected portion of such subscription will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable lawrespective Purchaser without interest, penalty, expense or deduction.

Subscription. (a) Investor agrees to buy and and, subject to acceptance as provided below, the Company agrees to sell and issue to Investor Investor, such number of the Company’s ordinary shares, $0.001 par value per share Ordinary Shares (the “Shares”), free of restrictive legend and stop transfer orders, as are set forth on the signature page hereto, for an aggregate the purchase price set forth on the signature page hereto (the “Purchase Price”) equal ), which shall be paid through the cancellation of trade payables owed by the Company to the product of Investor in such amount. (xb) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being have been registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments)F-3, Registration No. 333-228750 232229, which registration statement (the “Registration Statement”). The Registration Statement will have been ) was declared effective by the Securities and Exchange Commission on July 1, 2019, and is effective on the date hereof. A final prospectus supplement (the “CommissionProspectus Supplement”) will be delivered as required by law. (c) The Company may accept this Subscription at any time for all or any portion of the Shares subscribed for by executing a copy hereof as provided and notifying the Investor within a reasonable time thereafter. The Company has the right to reject this subscription for the Shares, in whole or in part for any reason and at any time prior to issuance the Closing (as defined below) thereon, notwithstanding prior receipt by the Investor of any Shares and notice of acceptance of any the Investor’s subscription. The prospectusIn the event the Investor’s subscription is rejected, however, is subject to change. A final prospectus and/or prospectus supplement this Subscription will be delivered to the Investor as required by lawhave no force or effect. The Shares are being offered subscribed for herein will not be deemed issued to or owned by Boustead Securities, LLC the Investor until one copy of this Subscription has been executed by the Investor and countersigned by the Company and the Closing with respect to the Investor’s subscription has occurred. (d) Provided the “Underwriter”Company has filed the Prospectus Supplement to the Registration Statement pursuant to Rule 424(b) as underwriter on a “best efforts” up with respect to $20,000,000. The completion of the purchase offer and sale of the Shares, the closing of Investor’s purchase of the Shares pursuant to this Subscription (the “Closing”) shall take place at a place and time occur on or prior to the second business day after the date of this Subscription (the date of the Closing, the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the CommissionClosing, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) Investor, which delivery shall be made through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the Investor’s signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) if requested otherwise provided in writing by the Investor on Investor, and the signature page hereto or if the Company is unable trade payables to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By cancelled in payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) Purchase Price shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable lawdeemed cancelled without further action.

Subscription. (a) Investor agrees to buy and the Company agrees to sell and issue to Investor (i) such number of shares (the “Shares”) of the Company’s ordinary sharescommon stock, $0.001 par value per share (the “SharesCommon Stock”), and (ii) warrants to purchase such number of shares of Common Stock (the “Warrants,” and together with the Shares, the “Securities”) as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as Share set forth on the signature page hereto. The Shares Purchase Price is set forth on the signature page hereto. The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of the Securities to them. The Investor and the Other Investors are being hereinafter sometimes collectively referred to as the “Investors,” and this Subscription and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Subscriptions". (b) The Securities have been registered for sale pursuant to on a Registration Statement on Form F-1 (including any post-effective amendments)S-3, Registration No. 333-228750 187659 (the “Registration Statement”). The Registration Statement will have has been declared effective by the Securities and Exchange Commission (and is effective on the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to changedate hereof. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC . (the “Underwriter”c) as underwriter on a “best efforts” up to $20,000,000. The completion Payment of the purchase Purchase Price for, and sale of delivery by the Shares Company of, the Securities shall take place at a closing (the “Closing”), which shall occur no later than three (3) shall take place at a place and time (trading days after the “Closing Date”) date of this Subscription, subject to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing the Closing (the “Company Closing Conditions”) set forth in the preliminary prospectus contained in Placement Agency Agreement (the Registration Statement when it is declared effective “Placement Agreement”) dated October 21, 2013 by and among the CommissionCompany and the placement agent named therein (the “Placement Agent”). (d) At or prior to the Closing, at the Closing (i) Investor shall remit by wire transfer the amount of funds equal to the Purchase Price deposited to following account designated by the Investor subsequent Company and the Placement Agent pursuant to the declaration terms of effectiveness that certain Escrow Agreement (the “Escrow Agreement”) dated as of the Registration Statement October 21, 2013, by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to and among the Company, the Placement Agent and Collateral Agents, LLC (ii) the “Escrow Agent”): Account Name: Lightbridge Corporation Account Number: 664694284 Bank Name: HSBC BANK USA, N.A. Bank Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ABA or Routing Number: ▇▇▇▇▇▇▇▇▇ Swift Code: ▇▇▇▇▇▇▇▇ Contact: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: ▇▇▇ ▇▇▇ ▇▇▇▇ Such funds shall be held in escrow until the Closing and delivered by the Escrow Agent on behalf of the Investors to the Company upon the satisfaction of the Company Closing Conditions. The Placement Agent shall have no rights in or to any of the escrowed funds, unless the Placement Agent and the Escrow Agent are notified in writing by the Company in connection with the Closing that a portion of the escrowed funds shall be applied to the Placement Fee. Investor shall also furnish to the Placement Agent a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form). At the Closing, upon receipt of the Purchase Price, the Company shall cause the Shares Securities to be delivered to the Investor (A) Investor, with the delivery of the Shares to be made through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make and the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is Warrants to be made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery mail to the Investor at the address indicated set forth on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to signature page attached hereto immediately under the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable lawsignature block.

Subscription. Investor agrees to buy and the Company agrees to sell to Investor such number of shares (the “Shares”) of the Company’s ordinary sharesCommon Stock, $0.001 par value per share (the “SharesCommon Stock”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments)S-1, Registration No. 333-228750 333- 222208 (the “Registration Statement”). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter Underwriter on a “best efforts” up to $20,000,00060,000,000. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS DWAC system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Each of the Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they it will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.

Subscription. Investor agrees to buy and the Company agrees to sell to Investor such number of shares (the “Shares”) of the Company’s ordinary sharescommon stock, $0.001 par value per share (the “SharesCommon Stock”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The offer and sale of the Shares are being has been registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments)S-1, Registration No. 333-228750 210250 (the “Registration Statement”). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead SecuritiesAxiom Capital Management Inc. and ▇▇▇▇▇▇▇ & Co., LLC Inc. (the “UnderwriterPlacement Agents”) as underwriter placement agents on a “best efforts” up to $20,000,000efforts basis”. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter Placement Agents in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing Minimum Offering set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS DWAC system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof). No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment Each of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter Placement Agents and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreementPlacement Agency Agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they it will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice NASD Notices to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. and 84-64 (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investorInvestor’s bank account, the Members shall request the investors Investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors Investors account held at the a participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor Investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors Investors promptly in accordance with the terms of the escrow agreement and applicable law.

Subscription. Investor The undersigned (sometimes referred to herein as the “Investor”) hereby subscribes for and agrees to buy and purchase the Company agrees to sell to Investor such number principal amount of the Company’s ordinary sharesNotes (as defined below) of Kairos Pharma, $0.001 par value per share Ltd., a California corporation (the “SharesCompany” or “Kairos”), as set forth on for the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto, on the terms and conditions described herein and in Exhibits A, B, C, D, E, F and G hereto (collectively, the “Offering Documents”). Terms not defined herein are as defined in the Offering Documents. The Shares are being registered for sale Company is seeking to raise, through a private placement of the Notes pursuant to a Registration Statement on Form F-1 (including any post-effective amendments)Rule 506(b) promulgated under the Securities Act of 1933, Registration No. 333-228750 as amended, up to $3,000,000 principal amount of Notes (the “Registration StatementMaximum Offering Amount”) in this Offering, although the Company and Boustead reserve the right, in their sole discretion, to increase the Maximum Offering Amount of Notes to an aggregate principal amount that is in excess of $3,000,000. The minimum amount of investment required from any one subscriber to participate in this Offering is $25,000, however, the Company reserves the right, in its sole discretion, to accept subscriptions less than this amount. All references to $ or “dollar(s)” means United States dollars. The undersigned acknowledges that the Company has engaged Boustead Securities, LLC (“Boustead” or “Placement Agent”) as its exclusive placement agent in connection with this offering. The Offering will commence on the date of this Investor Package and continue until the earlier of the sale of all $3,000,000 of Notes or July 31, 2022, unless extended by the Company and Boustead in their sole discretion, to as late as August 31, 2022 (the “Expiration Date”). The Registration Statement will have been declared effective by Offering has no minimum dollar principal amount of Notes that must be sold to complete the Securities Offering and Exchange Commission (all proceeds from the “Commission”) prior sale of Notes, net of commissions and fees payable to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement Boustead will be delivered to the Investor as required by lawCompany at the Initial Closing and subsequent Closings described below. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,000. The completion undersigned Investor together with other purchasers of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth Notes in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent Offering are sometimes collectively referred to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions herein as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “MembersSubscribers.”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.

Subscription. Investor agrees to buy and the Company agrees to sell and issue to Investor such number of the Company’s ordinary shares, $0.001 par value per share shares (the “Shares”)) of the Company’s Class A Ordinary Shares, par value $1.00 per share, as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price Purchase Price per share Share as set forth on the signature page hereto. The Shares are being registered for sale offered pursuant to a Registration Statement registration statement on Form F-1 (including any post-effective amendments)F-1, Registration as amended, File No. 333-228750 227198 (the “Registration Statement”). The Registration Statement will have been shall be declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, prospectus (the “Prospectus”) which forms a part of the Registration Statement is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC LLC, China Renaissance Securities (HK) Limited, and AMTD Global Markets Limited (the “UnderwriterUnderwriters”) as underwriter co-underwriters on a “best efforts, minimum/maximum” up basis pursuant to $20,000,000an underwriting agreement (the “Underwriting Agreement”). The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter Underwriters in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in Underwriting Agreement and the Registration Statement when it is declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer or ACH transfer of immediately available funds to the Company’s escrow account per wire instructions Escrow Account (as provided on the signature line below defined below) shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS DWAC system, through the DRS or book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter Underwriters and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreementUnderwriting Agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they it will comply with Exchange Act Rule 15c2-4 under the Exchange Act4. As per Rule 15c2-4 Payments may only be made by wire transfer or electronic deposit, and Notice to Members 84-7 issued no payments may be made by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business daycheck. In regard With regards to monies being wired or sent via ACH transfer from an investor’s bank account, the Underwriters or Members shall request the investors to send their wires or ACH transfers by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors investor’s account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent agent, i.e., FinTech Clearing, LLC (“FinTech”), following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow accountEscrow Account (as defined below). Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account Escrow Account (as defined below) will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.

Subscription. Investor agrees to buy and the Company agrees to sell to Investor such number of the Company’s Class A ordinary shares, $0.001 par value $0.01 per share (the “Shares”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being registered for sale pursuant to a Registration Statement currently effective shelf registration statement on Form F-1 F-3, as amended (including any post-effective amendments), Registration No. 333-228750 266130) (the “Registration Statement”). The Registration Statement will have been was declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectuson November 18, however, is subject to change2022. A final prospectus and/or prospectus supplement (the “Prospectus Supplement”) will be filed with the Commission and delivered to the Investor as required by law. The Shares are being self-underwritten and offered by Boustead Securities, LLC (the “Underwriter”) as underwriter Company on a “best efforts” up basis, with a price equal to $20,000,0002.86. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary base prospectus contained in the Registration Statement when it is declared effective by and the CommissionProspectus Supplement, at the Closing (i) the Investor shall pay the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of Company for the Registration Statement Shares to be issued and sold to such Investor, by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Companybelow, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement Statement, any amendment to the Registration Statement, and any amendmentthe Prospectus Supplement, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.

Subscription. Investor agrees to buy and the Company agrees to sell and issue to Investor such number of shares (“Shares”) of the Company’s ordinary sharescommon stock, $0.001 par value $0.01 per share (the “SharesCommon Stock”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (xi) the aggregate number of Shares the Investor has agreed to purchase and (yii) the purchase price per share as $3.85. The aggregate Purchase Price is set forth on the signature page hereto. The Shares are being registered for sale offered pursuant to a Registration Statement an offering statement on Form F-1 (including any post1-effective amendments)A, Registration File No. 333XXX-228750 XXXXX (the “Registration Offering Statement”). The Registration Offering Statement will have been declared effective qualified by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s Investors’ subscription. The prospectusoffering circular (the “Offering Circular”) which forms a part of the Offering Statement, however, is subject to change. A final prospectus Offering Circular and/or prospectus supplement to the Offering Circular will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter Company on a “best efforts” up to $20,000,000basis. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all At the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission, at the Closing Closing: (i) the Investor shall pay the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement check or by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Companybelow, and (ii) if the Company is eligible, the Company shall cause the Shares to be delivered to the Investor (A) with the delivery of the Shares through the facilities of The Depository Trust Company’s DRS system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry physical delivery of Shares on certificates evidencing the books Common Stock and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery a warrant to the Investor at the residential or business address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”thereon), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that funds are sent in and the offering does not close for any reason prior to the termination date Termination Date set forth in the Registration final Offering Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.

Subscription. Investor agrees to buy and the Company agrees to sell to Investor such number of the Company’s ordinary shares, par value $0.001 par value per share (the “Shares”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments)F-1, as amended, Registration No. 333-228750 254146 (the “Registration Statement”). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being self-underwritten and offered by Boustead Securities, LLC (the “Underwriter”) as underwriter Company on a “best efforts” basis, at an offering price of $[●] per share, up to $20,000,0006,000,000 ordinary shares. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.

Subscription. Investor agrees to buy and the Company agrees to sell and issue to Investor such number units, consisting of one of the Company’s ordinary sharescommon stock and one warrant, $0.001 par value per share (the “SharesUnits”) (the “Securities”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares Units the Investor has agreed to purchase and (y) the purchase price per share (the “Purchase Price”) as set forth on the signature page hereto. The Shares are being Units have been registered for sale pursuant to on a Registration Statement on Form F-1 (including any post-effective amendments)S-1, Registration No. 333-228750 210808 (as amended, the “Registration Statement”). The Registration Statement will have been declared effective ) filed under the Securities Act of 1933, as amended (the “Securities Act”) and by the Company with the U.S. Securities and Exchange Commission (the “Commission”); and (b) prior to issuance if applicable, certain “free writing prospectuses” (as that term is defined in Rule 405 under the Securities Act), containing certain supplemental information regarding the Units, the terms of any Shares the Offering and acceptance the Company. A copy of any Investor’s subscription. The prospectus, however, the preliminary prospectus which forms a part of the Registration Statement is subject to changebeing delivered simultaneously with this form of Agreement. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered Investor shall pay the Purchase Price by Boustead Securitiescheck made out to Endurance Exploration Group Inc. delivered together with this Agreement to Endurance Exploration Group Inc.., LLC (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,000Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Treasurer, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, #▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇. The completion of the purchase and sale of the Shares Units (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter GVC Capital LLC. (the “Placement Agent”), in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in No Closing will occur until the Registration Statement when it is declared effective by effective. At the CommissionClosing, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares Units to be delivered to the Investor (A) with the delivery of the Units to be made through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) or, if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS systemhereto, through (i) the physical delivery of certificates evidencing the Units delivered to the residential or business address indicated thereon; or (ii) book-entry delivery of Shares posting on the books and records of the Company’s transfer agent. If delivery is made control book maintained by book entry on the books and records of the transfer agent, agent evidencing the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the SharesUnits). The Underwriter and any participating broker dealers (the “Members”) shall confirmCompany may reject this subscription, via the sales agency agreementin whole or in part, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior (regardless of whether any check relating to this subscription is deposited), and the termination date set forth in the Registration StatementCompany will promptly return your funds without interest, all funds deposited in the escrow account and without deduction of any expenses, if rejected. The Company will be returned to investors promptly in accordance with the terms send you a fully executed copy of the escrow agreement and applicable lawthis Agreement if your subscription is accepted.

Subscription. Investor agrees to buy and the Company agrees to sell and issue to Investor such number of shares (the “Shares”) of the Company’s ordinary sharescommon stock, $0.001 par value per share (the “SharesCommon Stock”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share Share as set forth on the signature page hereto. The Purchase Price is set forth on the signature page hereto. The Shares are being have been registered for sale pursuant to on a Registration Statement on Form F-1 (including any post-effective amendments)S-3, Registration No. 333-228750 184354 (the “Registration Statement”). The Registration Statement will have has been declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to changeeffective on the date hereof. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,000. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934Company, as amended dated _______, 2013 (the “Exchange ActAgreement”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the CommissionAgreement, at the Closing Closing, (i) the Investor shall pay the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided Company on the signature line below shall be released to the CompanyAnnex A, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) with the delivery of the Shares to be made through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) or, if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS systemhereto, through the book-entry physical delivery of certificates evidencing the Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the residential or business address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”thereon), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.

Subscription. Investor agrees to buy and the Company agrees to sell and issue to Investor such number of Units (the Company’s ordinary shares“Units” and each a “Unit”) each Unit consisting of one share of common stock, par value $0.001 par value per share (the “SharesCommon Stock”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the product of the aggregate number of Shares Units the Investor has agreed to purchase and (y) the purchase price per share Unit as set forth on the signature page hereto. The Shares are being Purchase Price is set forth on the signature page hereto. The Units have been registered for sale pursuant to on a Registration Statement on Form F-1 (including any post1-effective amendments)A, Registration No. 333-228750 .: _______________ (the “Registration Statement”). The Registration Statement will have has been declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to changeeffective on the date hereof. A final prospectus and/or prospectus supplement offering circular will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,000. The completion of the purchase and sale of the Shares Units (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the CommissionAgreement, at the Closing Closing, (i) the Investor shall pay the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow bank account per wire instructions as provided on the signature line below shall be released to by the Company, and (ii) the Company shall cause the Shares (a) Common Stock to be delivered to the Investor (A) with the delivery of the Common Stock to be made through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) or, if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS systemhereto, through the book-entry physical delivery of Shares on certificates evidencing the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery Common Stock to the Investor at the residential or business address indicated on thereon). Funds for the Signature Page hereof. No fractional Shares shall Purchase Price should be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shareswired to: BrannellyLaw, the Investor acknowledges receipt of the Registration Statement and any amendmentPLLC Trust Account c/o Fast Casual Concepts Inc. ▇▇▇▇▇ Fargo Bank 420 ▇▇▇▇▇▇▇▇▇▇, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm▇▇▇ ▇▇▇▇▇▇▇▇▇, via the sales agency agreement▇▇ ▇▇▇▇▇ Account name: BrannellyLaw, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.PLLC Account number: 3930919844 Wire Routing Number ▇▇▇▇▇▇▇▇▇ SWIFT Code: ▇▇▇▇▇▇▇▇

Subscription. (a) Each Investor agrees to buy buy, and the Company agrees to sell and issue to Investor each Investor, (i) such number of the Company’s ordinary shares, $0.001 par value per share (the “Shares”), as Shares set forth above such Investor’s name on the signature page heretopages of this Subscription next to the heading “Number of Shares”, and (ii) a Warrant to purchase such number of shares of Common Stock set forth above such Investor’s name on the signature pages of this Subscription next to the heading “Shares Underlying Warrant”, for an aggregate purchase price (the “Purchase PriceSubscription Amount”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth above such Investor’s name on the signature page hereto. pages of this Subscription next to the heading “Subscription Amount”. (b) The Shares are being have been registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments), Registration No. 333-228750 (the “Registration Statement”). The Registration Statement will have has been declared effective by the Securities and Exchange Commission (the “CommissionSEC”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to changeeffective on the date hereof. A final prospectus and/or prospectus supplement will be delivered to each of the Investor Investors as required by law. . (c) The Warrants and the Warrant Shares are being offered by Boustead Securities, LLC “restricted securities” and have not been registered under the Securities Act. (the “Underwriter”d) as underwriter on a “best efforts” up to $20,000,000. The completion of the purchase and sale of the Shares Securities (the “Closing”) shall take place at a place and time (the “Closing Date”offices of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, located at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other location(s) to be or remotely by facsimile transmission or other electronic means as the parties may mutually agree, on the date specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under Company. At the Securities Exchange Act of 1934Closing, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission, at the Closing (i) each Investor shall pay the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement Subscription Amount by wire transfer of immediately available funds to the Company’s escrow Company to such bank account per wire instructions or accounts as provided on the signature line below shall be released to designated by the Company, and (ii) the Company shall cause the Shares Securities to be delivered to each Investor, with the Investor (A) delivery of the Shares to be made either through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the Investor’s signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-book entry delivery of Shares on the books and records of confirmation from the Company’s transfer agent. If delivery is made by book entry on the books , and records of the transfer agent, (iii) the Company shall send written confirmation of such delivery pay to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess Placement Agent by wire transfer of immediately available funds representing fractional Shares shall be returned an amount equal to the Investor. By payment six percent (6%) of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice Subscription Amount received from certain Investors pursuant to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable lawPlacement Agent’s engagement letter with the Company.

Subscription. (a) Investor agrees hereby subscribes for and offers to buy and the Company agrees to sell to Investor such number purchase units of the Company’s ordinary sharessecurities described below in exchange for the consideration set forth on the signature page below. Each unit consists of (i) 10% Senior Convertible Notes (the “Notes”) and (ii) for no additional consideration, a certain number of five-year warrants to purchase shares of common stock, $0.001 par value per share share, of the Company (each a “Warrant,” collectively the “SharesWarrants” and together with the Notes, the “Securities”), as . The definitive terms for the Securities shall be set forth on in the signature page heretofollowing agreements and other documents, for an aggregate purchase price which are being provided by the Company to Investor with this Agreement (together with this Agreement, the “Purchase PriceDefinitive Agreements”) equal to the product of ): (x) the aggregate number of Shares Note, (y) the Investor has agreed to purchase Warrant, and (y) the Registration Rights Agreement. (b) Upon execution and delivery hereof, the Investor shall deliver to the Company either a check or evidence that a wire transfer has been made to the Company in accordance with its instructions, in the full amount of the purchase price per share as set forth on of the signature page hereto. The Shares are being registered Securities for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments), Registration No. 333-228750 which the Investor is subscribing (the “Registration StatementPayment”). The Registration Statement will In the event that the undersigned shall elect to deliver the Payment in the form of a check, such check should be made payable to “Baywood International, Inc.” and have been declared effective by the Securities and Exchange Commission (a notation thereon that indicates that such check relates to the “CommissionBaywood Bridge Financing”. (c) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement Company will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on hold a “best efforts” up to $20,000,000. The completion closing of the purchase and sale of the Shares Securities to Investor (the “Closing”) shall take place at a place such time as the Company and time Northeast Securities, Inc. (the “Closing DateNESC”) to be specified may determine. Upon receipt by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under of the Payment for Securities Exchange Act of 1934to be purchased hereunder by Investor, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall will be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares registered on the books and records of the Company’s transfer agent. If delivery is made by book entry on Company as the books and records record owner of the transfer agent, securities underlying the Securities so purchased and the Company shall send written confirmation of such delivery deliver to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment final, executed copies of the SharesDefinitive Agreements. (d) The Company has agreed to pay NESC, the Investor acknowledges receipt as placement agent of this offering, an amount equal to ten percent (10%) of the Registration Statement gross proceeds received by the Company from the offering of the Securities. The Company has also agreed to reimburse NESC for certain out-of-pocket expenses incurring in connection with this offering, up to a maximum amount of $15,000. The Company shall also pay other expenses associated with completing this offering, including without limitation expenses of its counsel and any amendmentexpenses incurred in the qualification of the Securities under the blue sky laws of the states where the Securities will be offering and sold. Investor understands that O. ▇▇▇ ▇▇▇▇▇, III, a shareholder and member of the terms Board of which govern Directors of the Company, is an employee of NESC and may also make an investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable lawSecurities.

Subscription. Investor agrees to buy and the Company agrees to sell and issue to Investor such number of the Company’s ordinary shares, $0.001 par value per share shares (the “Shares”)) of the Company’s common stock, $0.0001 par value per share, as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share (the “Purchase Price”) as set forth on the signature page hereto. The Purchase Price is set forth on the signature page hereto. The Shares are being registered for sale offered pursuant to a Registration Statement on Form F-1 (including any post-effective amendments)S-1, Registration SEC File No. 333-228750 [__] (the “Registration Statement”). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s Investors’ subscription. The prospectus, however, Registration Statement is subject to change. A final prospectus Registration Statement and/or prospectus supplement to the Registration Statement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (management of the “Underwriter”) as underwriter Company on a “best efforts, minimum/maximum” up to $20,000,000basis as set forth in the Registration Statement. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the CommissionStatement, at the Closing Closing, (i) the Investor shall pay the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement check or by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Companybelow, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) with the delivery of the Shares to be made, if available, through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” (or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry physical delivery of certificates or book form evidencing the Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the residential or business address indicated on the Signature Page hereofthereon). No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all All checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account maintained by noon Legal & Compliance, LLC (the next business day“Escrow Agent”). In regard regards to monies being wired from an investor’s bank account, the Members Company shall request the investors to send their wires by the next business day immediately following the receipt of a completed subscription documentday. In regards to monies being sent from an investors investor’s account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that funds are sent in and the offering does not close for any reason prior to the termination date Termination Date set forth in the final Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement terms and applicable law.

Subscription. Investor agrees to buy and the Company agrees to sell and issue to Investor such number of shares (the “Shares”) of the Company’s ordinary sharescommon stock, $0.001 par value per share (the “Shares”)share, as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share (the “Purchase Price”) as set forth on the signature page hereto. The Purchase Price is set forth on the signature page hereto. The Shares are being registered for sale offered pursuant to a Registration Statement an offering statement on Form F-1 (including any post1-effective amendments)A, Registration File No. 333-228750 024-_______ (the “Registration Offering Statement”). The Registration Offering Statement will have been declared effective qualified by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectusoffering circular (the “Offering Circular”) which forms a part of the Offering Statement, however, is subject to change. A final prospectus Offering Circular and/or prospectus supplement to Offering Circular will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter Company on a “best efforts” up to $20,000,000basis. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Purchase Price for the Shares shall be paid simultaneously with the execution and delivery to the Company of the signature page of this Subscription Agreement. Investor shall deliver a signed copy of this Subscription Agreement, along with payment for the aggregate Purchase Price of the Shares by a check for available funds made payable to “Eco Innovation Group, Inc.”, by ACH electronic transfer or wire transfer to an account designated by the Company, or by any combination of such methods. Payment for the Shares shall be received by the Company from the undersigned by transfer of immediately available funds, or other means approved by the Company at least two (2) days prior to the closing date, in the amount as set forth on the signature page hereto. Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the CommissionOffering Statement, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the CompanyClosing, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) with the delivery of the Shares to be made through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members.”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.

Subscription. Investor agrees to buy and the Company agrees to sell and issue to Investor such number of shares (the “Shares”) of the Company’s ordinary shares, $0.001 no par value per share (the “Shares”)share, as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share (the “Purchase Price”) as set forth on the signature page hereto. The Purchase Price is set forth on the signature page hereto. The Shares are being registered for sale offered pursuant to a Registration Statement registration statement on Form F-1 (including any post-effective amendments)F-1, Registration File No. 333-228750 216694 (the “Registration Statement”). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectusoffering prospectus (the “Prospectus”) which forms a part of the Registration Statement, however, is subject to change. A final prospectus (the “Prospectus”) and/or prospectus supplement to the Prospectus will be delivered to the Investor as required by law. The Shares are being offered by Boustead Network 1 Financial Securities, LLC Inc. (the “UnderwriterSelling Agent”) as underwriter selling agent on a “best efforts, minimum/maximum” up to $20,000,000basis. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter Selling Agent in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Selling Agency Agreement and Registration Statement when it is declared effective by the CommissionStatement, at the Closing Closing, (i) the Investor shall pay the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement check or by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Companybelow, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) with the delivery of the Shares to be made through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) or, if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS systemhereto, through the book-entry delivery issuance of an electronic certificate evidencing the Shares on being held by the books and records Transfer Agent for the benefit of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the in Direct Registration Statement and any amendment, the terms of which govern the investment in the Sharesformat “DRS”). The Underwriter Selling Agent and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, agreement that they it will comply with Exchange Act Rule 15c2-4 under the Exchange Act4. As per Exchange Act Rule 15c2-4 and FINRA Notice to Members Rule 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard With regards to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the next business day immediately following day, however, the receipt of a completed subscription documentCompany cannot insure the investors will forward their respective monies as per the Rule. In With regards to monies being sent from an investors investor’s account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that funds are sent in and the offering does not close for any reason prior to the termination date Termination Date set forth in the final Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement terms and applicable law.

Subscription. Investor The undersigned (sometimes referred to herein as the “Investor”) hereby subscribes for and agrees to buy and purchase the Company agrees to sell to Investor such number principal amount of the Company’s ordinary sharesNotes (as defined below) of Kairos Pharma, $0.001 par value per share Ltd., a California corporation (the “SharesCompany” or “Kairos”), as set forth on for the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto, on the terms and conditions described herein and in Exhibits A, B, C, D, E, F and G hereto (collectively, the “Offering Documents”). Terms not defined herein are as defined in the Offering Documents. The Shares are being registered for sale Company is seeking to raise, through a private placement of the Notes pursuant to a Registration Statement on Form F-1 (including any post-effective amendments)Rule 506(b) promulgated under the Securities Act of 1933, Registration No. 333-228750 as amended, up to $3,000,000 principal amount of Notes (the “Registration StatementMaximum Offering Amount”) in this Offering, although the Company and Boustead reserve the right, in their sole discretion, to increase the Maximum Offering Amount of Notes to an aggregate principal amount that is in excess of $3,000,000. The minimum amount of investment required from any one subscriber to participate in this Offering is $25,000, however, the Company reserves the right, in its sole discretion, to accept subscriptions less than this amount. All references to $ or “dollar(s)” means United States dollars. The undersigned acknowledges that the Company has engaged Boustead Securities, LLC (“Boustead” or “Placement Agent”) as its exclusive placement agent in connection with this offering. The Offering will commence on the date of this Investor Package and continue until the earlier of the sale of all $3,000,000 of Notes or September 30, 2022, unless extended by the Company and Boustead in their sole discretion, to as late as October 15, 2022 (the “Expiration Date”). The Registration Statement will have been declared effective by Offering has no minimum dollar principal amount of Notes that must be sold to complete the Securities Offering and Exchange Commission (all proceeds from the “Commission”) prior sale of Notes, net of commissions and fees payable to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement Boustead will be delivered to the Investor as required by lawCompany at the Initial Closing and subsequent Closings described below. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,000. The completion undersigned Investor together with other purchasers of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth Notes in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent Offering are sometimes collectively referred to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions herein as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “MembersSubscribers.”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.

Subscription. (a) Investor agrees to buy and the Company agrees to sell and issue to Investor (i) such number of shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company’s ordinary shares, $0.001 par value per share set forth on the signature page hereto (the “Shares”), and (ii) warrants to purchase such number of shares of Common Stock set forth on the signature page hereto (the “Warrants” and, together with the Shares, the “Securities”) for an aggregate purchase price set forth on the signature page hereto (the “Purchase Price”). (b) The Securities have been registered on a Registration Statement on Form S-3, Registration No. 333- 129275, which registration statement (together with any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act, the “Registration Statement”) has been declared effective by the Securities and Exchange Commission, has remained effective since such date and is effective on the date hereof. (c) NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS SUBSCRIPTION AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL REMIT BY WIRE TRANSFER THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE SECURITIES BEING PURCHASED BY THE INVESTOR TO THE FOLLOWING ACCOUNT DESIGNATED BY THE COMPANY AND THE PLACEMENT AGENT ENGAGED BY THE COMPANY IN CONNECTION WITH THE SALE AND ISSUANCE OF THE SECURITIES (THE “PLACEMENT AGENT”) PURSUANT TO THE TERMS OF THAT CERTAIN ESCROW AGREEMENT (THE “ESCROW AGREEMENT”) DATED AS OF THE DATE HEREOF, BY AND AMONG THE COMPANY, THE PLACEMENT AGENT AND ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP (THE “ESCROW AGENT”): Citibank, N.A. ABA # ▇▇▇▇▇▇▇▇▇ Account No.: ▇▇▇▇▇▇▇▇ Account Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP (Attorney Trust Account) Reference: ThinkEquity / SCOLR Pharma #▇▇▇▇▇-▇▇▇▇ Bank Contact: ▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇’▇▇▇▇▇ For international wires, include the following information: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Swift code is “▇▇▇▇▇▇▇▇” Such funds shall be held in escrow until the Closing Date (as defined below) and delivered by the Escrow Agent on behalf of the Investor to the Company unless (i) the agreement between the Company and the Placement Agent (the “Placement Agreement”) is terminated pursuant to the terms thereof or (ii) the conditions to closing in the Placement Agreement have not been satisfied or waived by the Closing Date. The Investor’s obligations are expressly not conditioned on the purchase by any or all other investors of the Securities that they have agreed to purchase from the Company. The Placement Agent shall have no rights in or to any of the escrowed funds, unless the Placement Agent and the Escrow Agent are notified in writing by the Company in connection with the closing that a portion of the escrowed funds shall be applied to the Placement Agent’s fees. (d) NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS SUBSCRIPTION AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL DIRECT THE BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE SHARES ARE MAINTAINED TO SET UP A DEPOSIT/WITHDRAWAL AT CUSTODIAN (“DWAC”) INSTRUCTING THE TRANSFER AGENT TO CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES ON THE CLOSING DATE. (e) On the third or fourth business day after the date of this Subscription Agreement (the “Closing Date”), if the Placement Agreement has not been terminated pursuant to the terms thereof and the conditions to closing in the Placement Agreement have been satisfied or waived, then the Company (i) shall cause its transfer agent to deliver to Investor the Shares via the Depository Trust Company’s (“DTC”) Deposit or Withdrawal at Custodian system and (ii) shall deliver to Investor the Warrants via the instructions set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal such Shares and Warrants to the product of (x) the aggregate number of Shares be registered in such name or names as designated by the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments), Registration No. 333-228750 (the “Registration Statement”). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance Warrants shall be unlegended and free of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject resale restrictions unless issued to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,000. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records an affiliate of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.

Subscription. Investor agrees to buy and the Company agrees to sell and issue to Investor such number of shares (the “Shares”) of the Company’s ordinary shares, $0.001 par value per share (the “Ordinary Shares”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share (the “Purchase Price”) as set forth on the signature page hereto. The Purchase Price is set forth on the signature page hereto. The Shares are being registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments)F-1, Registration No. 333-228750 205894 (the “Registration Statement”). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s Investors subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Ordinary Shares are being offered by Boustead Securities, LLC B▇▇▇▇▇▇ Securities Inc. (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,000, all or none basis”. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Underwriting Agreement and Registration Statement when it is declared effective by the CommissionStatement, at the Closing Closing, (i) the Investor shall pay the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement check or by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Companybelow, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) with the delivery of the Shares to be made through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) or, if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS systemhereto, through the book-entry physical delivery of certificates evidencing the Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the residential or business address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Sharesthereon). The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, agreement that they it will comply with Rule rule 15c2-4 under the Exchange Act4. As per Rule rule 15c2-4 and Notice notice to Members members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard regards to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the next business day immediately following day, however, we cannot insure the receipt of a completed subscription documentinvestors will forward their respective monies as per the Rule. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that funds are sent in and the offering does not close for any reason prior to the termination date Termination Date set forth in the final Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement terms and applicable law.

Subscription. Investor agrees to buy and the Company agrees to sell and issue to Investor such number of units (the “Units”) consisting of (i) shares (the “Shares”) of the Company’s ordinary sharescommon stock, $0.001 par value per share (the “SharesCommon Stock”), as set forth on the signature page hereto, and (ii) warrants (the “Warrants”) to purchase Common Stock for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares Units the Investor has agreed to purchase and (y) the purchase price per share Unit as set forth on the signature page hereto. The Purchase Price is set forth on the signature page hereto. The Shares are being have been registered for sale pursuant to on a Registration Statement on Form F-1 (including any post-effective amendments)S-1, Registration No. 333-228750 193053 (the “Registration Statement”). The Registration Statement will have has been declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to changeeffective on the date hereof. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,000. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter Brean Capital, LLC (the “Placement Agent”), in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the CommissionAgreement, at the Closing Closing, (i) the Investor shall pay the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow bank account per wire instructions as provided on the signature line below shall be released to by the Company, and (ii) the Company shall cause the Shares and Warrants to be delivered to the Investor (A) with the delivery of the Shares to be made through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) or, if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS systemhereto, through the book-entry physical delivery of certificates evidencing the Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the residential or business address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”thereon), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.

Subscription. Investor agrees to buy and the Company agrees to sell and issue to Investor such number of ordinary shares (the “Shares”) of the Company’s ordinary shares, $0.001 par value per share (the “Shares”)share, as set forth on the signature page hereto, for an aggregate purchase price (the “Aggregate Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share (the “Purchase Price”) as set forth on the signature page hereto. The Purchase Price is set forth on the signature page hereto. The Shares are being registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments)F-1, Registration No. 333-228750 221899 (the “Registration Statement”). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC LLC, as underwriter (the “Underwriter”) as underwriter on a “best efforts, minimum/maximum” up to $20,000,000basis. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Underwriting Agreement and Registration Statement when it is declared effective by the CommissionStatement, at the Closing Closing, (i) the Investor shall pay the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Companybelow, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) with the delivery of the Shares to be made through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) or, if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS systemhereto, through the book-entry electronic delivery of the Shares on to the books and records of DRS account established for the Investor at the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares). The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, agreement that they it will comply with Rule rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day4. In regard regards to monies being wired from an investorInvestor’s bank account, the Members shall request the investors to Investors send their wires by the next business day immediately following day, however, we cannot insure the receipt of a completed subscription documentInvestors will forward their respective monies as per the Rule. In regards to monies being sent from an investors Investor’s account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor Investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that funds are sent in and the offering does not close for any reason prior to the termination date Expiration Date set forth in the final prospectus included in the Registration Statement, all funds deposited in the escrow account will be returned to investors Investors promptly in accordance with the terms of the escrow agreement terms and applicable law.

Subscription. (a) Investor agrees to buy and the Company agrees to sell and issue to Investor such number of the Company’s ordinary sharesshares of common stock, $0.001 par value per share (the “Common Shares”), ) as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Common Shares the Investor has agreed to purchase and (y) the purchase price per share as Common Share set forth on the signature page hereto. The Purchase Price is set forth on the signature page hereto. The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of the Common Shares to them. The Investor and the Other Investors are being hereinafter sometimes collectively referred to as the “Investors,” and this Subscription and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Subscriptions”. (b) The Common Shares have been registered for sale pursuant to on a Registration Statement on Form F-1 S-3 (including any post-effective amendments), Registration No. 333-228750 187780) (the “Registration Statement”). The Registration Statement will have has been declared effective by the Securities and Exchange Commission (the “Commission”) on April 18, 2013, has remained effective since such date and is effective on the date hereof. The prospectus included in the Registration Statement at the time it was declared effective by the Commission or in the form in which it has been most recently filed with the Commission on or prior to issuance the date of this Subscription is hereinafter called the “Base Prospectus.” Any preliminary form of prospectus which is filed or used prior to filing of the Prospectus (as hereinafter defined) is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus or to any amendment or supplement to any of the foregoing shall be deemed to include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), and also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus pursuant to Rule 424(b) under the Securities Act, and prior to the termination of the offering of the Common Shares and acceptance of any to the Investor’s subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead SecuritiesSuch final prospectus supplement, LLC in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Underwriter”Prospectus.” The Base Prospectus, as supplemented by the Preliminary Prospectus dated as of January 28, 2015 and the pricing information conveyed orally to the Investor, are collectively referred to as the “Disclosure Package.” The Common Shares shall be freely tradable on the NASDAQ Global Market and the certificates representing the Common Shares will not contain any restrictive legends or other transfer restrictions and the Company shall ensure that its transfer agent has no instructions or procedures that would restrict, impair, impede or delay the sale by the Investor of any Common Shares on the NASDAQ Global Market (other than restrictions imposed by the Market Stand-Off agreement in Section 4(c) as underwriter on a “best efforts” up to $20,000,000. The completion of this Subscription). (c) Payment of the purchase and sale of Purchase Price for the Common Shares by the Investor shall take place prior to a closing (the “Closing”) ). Delivery by the Company of the Common Shares shall take place at a place and time (the “Closing”, which shall occur no later than January 28, 2015 upon satisfaction at or prior to such Closing Date”of each of the closing conditions set forth in Section 5.1 of the Stock Purchase Agreement. (d) At or prior to the Closing and promptly upon the request of the Company after the satisfaction of the Company closing conditions set forth in Section 5.2 of the Stock Purchase Agreement, the manner of settlement of the Common Shares purchased by the Investor shall be specified as follows (check one): [____] A. The Investor shall remit by wire transfer the amount of funds equal to the Purchase Price to following account designated by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under At the Securities Exchange Act Closing, upon receipt of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the CompanyPrice, and (ii) the Company shall cause the Common Shares to be delivered to the Investor (A) Investor, with the delivery of the Common Shares to be made through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) if requested ”. — OR — [__X__] B. The Investor shall remit by wire transfer the amount of funds equal to the Purchase Price to following account designated by the Company: Service charge for process by intermediary bank, if any, shall be paid by the Company. Delivery versus payment (“DVP”) through DTC (i.e., prior to the Closing, the Investor on shall remit by wire transfer the signature page hereto or if amount of funds equal to the Purchase Price to the account designated by the Company is unable and notify the Company completion of such remittance. Prior to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agentClosing, the Company shall send written confirmation of such delivery confirm that the account has a minimum balance equal to the Purchase Price. At Closing, the Company shall deliver to the Investor at through DTC, the address indicated on the Signature Page hereof. No fractional Common Shares shall be purchased and any excess funds representing fractional Shares shall be returned to registered in the Investor’s name and address as set forth below, to be deposited and held in the American Stock Transfer & Trust Company, LLC account set forth on Exhibit A hereto, for one hundred eighty (180) days after the Effective Date as described in Section 4(c) herein). By payment The Company shall notify the Investor of such deposit of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply Common Share with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued a report created by the Financial Industry Regulatory AuthorityAmerican Stock Transfer & Trust Company, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable lawLLC.

Subscription. Investor agrees to buy and the Company agrees to sell and issue to Investor such number of the Company’s ordinary sharesshares of common stock, par value $0.001 par value per share (the “SharesCommon Stock”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the product of the aggregate number of Shares shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being Purchase Price is set forth on the signature page hereto. The shares have been registered for sale pursuant to on a Registration Statement on Form F-1 (including any post1-effective amendments)A, Registration No. 333-228750 .: 024- 11852 (the “Registration Statement”). The Registration Statement will have has been declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to changeeffective on the date hereof. A final prospectus and/or prospectus supplement offering circular will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,000. The completion of the purchase and sale of the Shares shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the CommissionAgreement, at the Closing Closing, (i) the Investor shall pay the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow bank account per wire instructions as provided on the signature line below shall be released to by the Company, and (ii) the Company shall cause the Shares (a) Common Stock to be delivered to the Investor (A) with the delivery of the Common Stock to be made through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) or, if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS systemhereto, through the book-entry physical delivery of Shares on certificates evidencing the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery Common Stock to the Investor at the residential or business address indicated on thereon). Funds for the Signature Page hereof. No fractional Shares shall Purchase Price should be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shareswired to: PGD Eco Solutions Inc. J▇ ▇▇▇▇▇▇ C▇▇▇▇ Bank, the Investor acknowledges receipt of the Registration Statement and any amendmentBank Address: 3▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm▇▇▇▇▇▇▇, via the sales agency agreement▇▇ ▇▇▇▇▇ Company Address: 7▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., selected dealer agreement or master selected dealer agreement▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, as applicable▇▇ 34653 Account name: PGD Eco Solutions, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.Inc Account number: 771996151 Wire Routing Number 2▇▇▇▇▇▇▇▇ SWIFT Code: C▇▇▇▇▇▇▇

Subscription. Investor agrees to buy and the Company agrees to sell and issue to Investor such number of Units (the Company’s ordinary shares“Units” and each a “Unit”), $0.001 each Unit consisting of (A) one share of Series B Convertible Preferred Stock, par value $0.00001 per share (the “Preferred Stock”), such Preferred Stock to have the relative rights, preferences, limitations and other designations set forth in the Certificate of Designations, Preferences and Rights, and (B) 0.5 Warrants (the “Warrants”) to purchase one share (the “Warrant Shares”) of common stock, par value $0.00001 per share (the “Common Stock”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares Units the Investor has agreed to purchase and (y) the purchase price per share Unit as set forth on the signature page hereto. The Shares are being Purchase Price is set forth on the signature page hereto. The Units have been registered for sale pursuant to on a Registration Statement on Form F-1 (including any post-effective amendments)S-1, Registration No. 333-228750 208650 (the “Registration Statement”). The Registration Statement will have has been declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to changeeffective on the date hereof. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,000. The completion of the purchase and sale of the Shares Units (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter ▇▇▇▇ Capital Partners, LLC (the “Placement Agent”), in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the CommissionAgreement, at the Closing Closing, (i) the Investor shall pay the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow bank account per wire instructions as provided on the signature line below shall be released to by the Company, and (ii) the Company shall cause the Shares (a) Preferred Stock to be delivered to the Investor (A) with the delivery of the Preferred Stock to be made through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) or, if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS systemhereto, through the book-entry physical delivery of Shares on certificates evidencing the books Common Stock to the residential or business address indicated thereon), and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery (b) Warrants to be delivered to the Investor at through the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment physical delivery of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable lawwarrants.

Subscription. (a) Investor agrees to buy and and, subject to acceptance as provided below, the Company agrees to sell and issue to Investor Investor, such number of the Company’s ordinary shares, $0.001 par value per share shares (the “Shares”)) of Common Stock, free of restrictive legend and stop transfer orders, as are set forth on the signature page hereto, for an the aggregate purchase price set forth on the signature page hereto (the “Purchase Price”). (b) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being have been registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments)S-3, Registration No. 333-228750 248709, which registration statement (the “Registration Statement”). The Registration Statement will have been ) was declared effective by the Securities and Exchange Commission on September 17, 2020, and is effective on the date hereof. A final prospectus supplement (the “CommissionProspectus Supplement”) will be delivered as required by law. (c) The Company may accept this Subscription at any time for all or any portion of the Shares subscribed for by executing a copy hereof as provided and notifying the Investor within a reasonable time thereafter. The Company has the right to reject this subscription for the Common Stock, in whole or in part for any reason and at any time prior to issuance the Closing (as defined below) thereon, notwithstanding prior receipt by the Investor of any Shares and notice of acceptance of any the Investor’s subscription. The prospectusIn the event the Investor’s subscription is rejected, however, is subject to change. A final prospectus and/or prospectus supplement the Investor’s payment will be returned promptly to the Investor without interest or deduction and this Subscription will have no force or effect. The Shares subscribed for herein will not be deemed issued to or owned by the Investor until one copy of this Subscription has been executed by the Investor and countersigned by the Company and the Closing with respect to the Investor’s subscription has occurred. (d) Provided the Purchase Price has been delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (Company and the “Underwriter”Company has filed the Prospectus Supplement to the Registration Statement pursuant to Rule 424(b) as underwriter on a “best efforts” up with respect to $20,000,000. The completion of the purchase offer and sale of the Shares, the closing of Investor’s purchase of the Shares pursuant to this Subscription (the “Closing”) shall take place at a place and time occur on or prior to second business day after the date of this Subscription (the date of the Closing, the “Closing Date”) ); provided that the Closing Date shall occur on or prior to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under third business day after the Securities Exchange Act date of 1934, as amended (the “Exchange Act”)this Subscription if this Subscription is executed after 4:30 p.m. Eastern time. Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the CommissionClosing, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) Investor, which delivery shall be made through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the Investor’s signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) if requested otherwise provided in writing by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.

Subscription. (a) Investor agrees to buy and the Company agrees to sell and issue to Investor (i) such number of shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company’s ordinary shares, $0.001 par value per share set forth on the signature page hereto (the “Shares”), and (ii) warrants to purchase such number of shares of Common Stock set forth on the signature page hereto (the “Warrants” and, together with the Shares, the “Securities”) for an aggregate purchase price set forth on the signature page hereto (the “Purchase Price”). (b) The Securities have been registered on a Registration Statement on Form S-3, Registration No. 333- 129275, which registration statement (together with any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act, the “Registration Statement”) has been declared effective by the Securities and Exchange Commission, has remained effective since such date and is effective on the date hereof. (c) NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS SUBSCRIPTION AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL REMIT BY WIRE TRANSFER THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE SECURITIES BEING PURCHASED BY THE INVESTOR TO THE FOLLOWING ACCOUNT DESIGNATED BY THE COMPANY AND THE PLACEMENT AGENT ENGAGED BY THE COMPANY IN CONNECTION WITH THE SALE AND ISSUANCE OF THE SECURITIES (THE “PLACEMENT AGENT”) PURSUANT TO THE TERMS OF THAT CERTAIN ESCROW AGREEMENT (THE “ESCROW AGREEMENT”) DATED AS OF THE DATE HEREOF, BY AND AMONG THE COMPANY, THE PLACEMENT AGENT AND ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP (THE “ESCROW AGENT”): Citibank, N.A. ABA # ▇▇▇▇▇▇▇▇▇ Account No.: ▇▇▇▇▇▇▇▇ Account Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP (Attorney Trust Account) Reference: ThinkEquity / SCOLR Pharma #▇▇▇▇▇-▇▇▇▇ Bank Contact: ▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇’▇▇▇▇▇ For international wires, include the following information: 66▇ ▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10103 Swift code is “▇▇▇▇▇▇▇▇” Such funds shall be held in escrow until the Closing Date (as defined below) and delivered by the Escrow Agent on behalf of the Investor to the Company unless (i) the agreement between the Company and the Placement Agent (the “Placement Agreement”) is terminated pursuant to the terms thereof or (ii) the conditions to closing in the Placement Agreement have not been satisfied or waived by the Closing Date. The Investor’s obligations are expressly not conditioned on the purchase by any or all other investors of the Securities that they have agreed to purchase from the Company. The Placement Agent shall have no rights in or to any of the escrowed funds, unless the Placement Agent and the Escrow Agent are notified in writing by the Company in connection with the closing that a portion of the escrowed funds shall be applied to the Placement Agent’s fees. (d) NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS SUBSCRIPTION AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL DIRECT THE BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE SHARES ARE MAINTAINED TO SET UP A DEPOSIT/WITHDRAWAL AT CUSTODIAN (“DWAC”) INSTRUCTING THE TRANSFER AGENT TO CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES ON THE CLOSING DATE. (e) On the third or fourth business day after the date of this Subscription Agreement (the “Closing Date”), if the Placement Agreement has not been terminated pursuant to the terms thereof and the conditions to closing in the Placement Agreement have been satisfied or waived, then the Company (i) shall cause its transfer agent to deliver to Investor the Shares via the Depository Trust Company’s (“DTC”) Deposit or Withdrawal at Custodian system and (ii) shall deliver to Investor the Warrants via the instructions set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal such Shares and Warrants to the product of (x) the aggregate number of Shares be registered in such name or names as designated by the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments), Registration No. 333-228750 (the “Registration Statement”). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance Warrants shall be unlegended and free of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject resale restrictions unless issued to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,000. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records an affiliate of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.

Subscription. Investor (1) Subject to the conditions to closing set forth herein, each Purchaser hereby irrevocably subscribes for and agrees to buy and purchase Securities for the Company agrees to sell to Investor such number of the Company’s ordinary shares, $0.001 par value per share (the “Shares”), as aggregate purchase price set forth on the signature page hereto, for an aggregate purchase price of such Purchaser hereto (the “Purchase PriceSubscription Amount”). The Securities to be issued to a Purchaser hereunder shall consist of (i) Shares in an amount equal to the product quotient of (x) the aggregate number of Shares the Investor has agreed to purchase and Subscription Amount, divided by (y) the sum of (1) the Share Purchase Price and (2) the product of the Warrant Purchase Price multiplied by the Warrant Coverage Ratio, rounded down to the nearest whole number, and (ii) a Warrant to purchase price per share as set forth such number of shares of Common Stock to be determined based on the signature page hereto. The Shares are being registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments), Registration No. 333-228750 ratio (the “Registration StatementWarrant Coverage Ratio”)) of one (1) share of Common Stock for every 1.25 Shares purchased hereunder, rounded down to the nearest whole number. The Registration Statement will have been declared effective by aggregate amount of Securities to be issued pursuant to the Securities Offering shall not exceed 25.0 million Shares and Exchange Commission Warrants to purchase 20.0 million shares of Common Stock. (2) For the purposes of this Agreement, the purchase price for each Share shall be $0.74 (the “CommissionShare Purchase Price”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will the purchase price for each Warrant shall be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC $0.125 per warrant share (the “UnderwriterWarrant Purchase Price”). (3) as underwriter on a “The Company shall use its reasonable best efforts” up efforts to $20,000,000. The completion hold the closing of the purchase and sale of the Shares Offering (the “Closing”) shall take place at a place , and time (the date of the Closing, the “Closing Date”) within three (3) business days after the date of this Agreement. Prior to the Closing, each Purchaser shall deliver the applicable Subscription Amount, by wire transfer to such escrow account in accordance with the wire transfer instructions set forth on Schedule A, and such amount shall be specified held in the manner described in Paragraph (4) below. There is no minimum Subscription Amount required for the Closing. (4) All payments for Securities made by the Purchasers will be deposited as soon as practicable for the undersigned’s benefit in a non-interest bearing escrow account. Payments for Securities made by the Purchasers will be returned promptly, prior to an applicable Closing, without interest or deduction, if, or to the extent, (i) the undersigned’s subscription is rejected; (ii) the Offering is terminated for any reason; or (iii) upon request by the Purchaser, if the Closing does not occur within five (5) business days after the date of this Agreement; provided, however, that the foregoing clause (iii) shall not relieve any Purchaser of any liability in the event the Closing does not occur within such five (5) business day period due to the failure of a Purchaser to deliver such Purchaser’s applicable Subscription Amount. (5) Upon receipt by the Company of the requisite payment for all Securities to be purchased by the Purchasers whose subscriptions are accepted, the Company shall, at the Closing: (i) issue to each Purchaser stock certificates representing the shares of Common Stock purchased at such Closing under this Agreement; (ii) issue to each Purchaser a Warrant to purchase such number of shares of Common Stock calculated based on the number of shares of Common Stock issued at such Closing and Underwriter in accordance with Rule 15c6-1 promulgated under Paragraph (1) above; (iii) deliver to the Securities Exchange Act of 1934Purchasers and to O▇▇▇▇▇▇▇▇▇▇ & Co. Inc., as amended the placement agent for the Offering (the “Exchange ActPlacement Agent”), a certificate stating that the representations and warranties made by the Company in Section C of this Agreement were true and correct in all material respects when made and are true and correct in all material respects on the date of each such Closing relating to the Securities subscribed for pursuant to this Agreement as though made on and as of such Closing Date (provided, however, that representations and warranties that speak as of a specific date shall continue to be true and correct as of the Closing with respect to such date); (iv) cause to be delivered to the Placement Agent and the Purchasers an opinion of Paul, Hastings, J▇▇▇▇▇▇▇ & W▇▇▇▇▇ LLP substantially in the form of Exhibit A hereto and reasonably acceptable to counsel for the Placement Agent; (v) cause to be delivered to the Placement Agent and the Purchasers as of a date within five (5) days of the Closing Date evidence of the good standing and corporate existence of the Company and each of its subsidiaries issued in each case by the Delaware Secretary of State; and (vi) cause to be delivered to the Placement Agent a Lock-Up Agreement executed by each of its executive officers, directors and affiliates substantially in the form of Exhibit B. Notwithstanding anything to the contrary herein, the Company and Purchasers agree that no funds may be released to the Company from the escrow account until all of the items required to be delivered by the Company pursuant to this Paragraph (5) have been delivered in accordance with this Paragraph (5) and all other conditions to Closing set forth in this Agreement have been satisfied or waived. Upon satisfaction or waiver of all the conditions to closing Closing set forth in this Agreement, funds may be released from the preliminary prospectus contained in escrow account upon mutual written instructions of the Registration Statement when it is declared effective by Company and the CommissionPlacement Agent. (6) Each Purchaser acknowledges and agrees, at the Closing solely with respect to itself, that (i) the Purchase Price deposited purchase of Shares and Warrants by the Investor subsequent such Purchaser pursuant to the declaration of effectiveness of Offering is subject to all the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below terms and conditions set forth in this Agreement; and (ii) this Agreement shall be released binding upon such Purchaser upon the execution and delivery to the Company, in care of the Placement Agent, of such Purchaser’s signed counterpart signature page to this Agreement unless and (ii) until the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with reject the subscription agreements to the escrow account being made hereby by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable lawsuch Purchaser.

Subscription. Investor (a) Subject to the conditions to closing set forth herein, each Purchaser hereby irrevocably subscribes for and agrees to buy and purchase Securities for the Company agrees to sell to Investor such number of the Company’s ordinary shares, $0.001 par value per share (the “Shares”), as aggregate purchase price set forth on the signature page hereto, for an aggregate purchase price of such Purchaser hereto (the “Purchase PriceSubscription Amount”) ). The Securities to be issued to each Purchaser hereunder shall consist of Shares in an amount equal to the product quotient of (x) the aggregate number of Shares the Investor has agreed to purchase and Subscription Amount, divided by (y) the Share Purchase Price, rounded down to the nearest whole number. (b) For the purposes of this Agreement, the purchase price per share as set forth on the signature page hereto. The Shares are being registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments), Registration No. 333-228750 each Share shall be $1.00 (the “Registration StatementShare Purchase Price”). . (c) The Registration Statement will have been declared effective by Company shall use its reasonable best efforts to hold the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,000. The completion closing of the purchase and sale of the Shares Offering (the “Closing”) shall take place at a place , and time (the date of the Closing, the “Closing Date”) as soon as practicable after entry of the Confirmation Order by the Bankruptcy Court approving the Plan but no later than May 5, 2016. Prior to the Closing, each Purchaser shall deliver the applicable Subscription Amount, by wire transfer to an escrow account in accordance with the wire transfer instructions set forth on Schedule A, and such amount shall be specified held in the manner described in Section 1(d) below. There is no minimum Subscription Amount required for the Closing. (d) All payments for Securities made by the Purchasers will be deposited as soon as practicable but by no later than 5:00 p.m. (New York time) on the date of this Agreement, in a non-interest bearing escrow account. With respect to each Purchaser, payments for Securities made by such Purchaser will be returned promptly, prior to an applicable Closing, without interest or deduction, if, or to the extent, (i) such Purchaser’s subscription is rejected by the Company, (ii) the Offering is terminated for any reason; or (iii) upon request by such Purchaser, if the Closing does not occur within fifteen (15) days after the date of the Confirmation Order; provided, however, that the foregoing clause (iii) shall not relieve any Purchaser of any liability in the event the Closing does not occur within such fifteen (15) day period due to the failure of a Purchaser to deliver such Purchaser’s applicable Subscription Amount. (e) Upon receipt by the Company of the requisite payment for all Securities to be purchased by the Purchasers whose subscriptions are accepted, the Company shall, at the Closing: (i) issue to each Purchaser stock certificates representing the shares of New Common Stock purchased at such Closing under this Agreement, (ii) deliver to the Purchasers a certificate stating that the representations and Underwriter warranties made by the Company in Section 3 of this Agreement are true and correct in all material respects on the date of such Closing relating to the Securities subscribed for pursuant to this Agreement as though made on and as of such Closing Date (provided, however, that representations and warranties that speak as of a specific date shall continue to be true and correct as of the Closing with respect to such date), and (iii) cause to be delivered to the Purchasers an opinion of Dentons US LLP substantially in the form of Exhibit A hereto. Notwithstanding anything to the contrary herein, the Company and Purchasers agree that no funds may be released to the Company from the escrow account until entry of the Confirmation Order by the Bankruptcy Court approving the Plan, all of the items required to be delivered by the Company pursuant to this Section 1(e) have been delivered in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)this section and all other conditions to Closing set forth in this Agreement have been satisfied or waived. Upon satisfaction or waiver of all the conditions to closing the Closing set forth in this Agreement, funds may be released from the preliminary prospectus contained in escrow account upon the Registration Statement when it is declared effective by written instructions of the CommissionCompany. (f) Each Purchaser acknowledges and agrees, at the Closing solely with respect to itself, that (i) the Purchase Price deposited purchase of Shares by the Investor subsequent such Purchaser pursuant to the declaration of effectiveness of Offering is subject to all the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Companyterms and conditions set forth in this Agreement, and (ii) this Agreement shall be binding upon such Purchaser upon the execution and delivery to the Company of such Purchaser’s signed counterpart signature page to this Agreement unless and until the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with reject the subscription agreements to the escrow account being made hereby by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable lawsuch Purchaser.

Subscription. (a) Investor agrees to buy and the Company agrees to sell and issue to Investor (i) such number of shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company’s ordinary shares, $0.001 par value per share set forth on the signature page hereto (the “Shares”), as and (ii) warrants to purchase such number of shares of Common Stock set forth on the signature page hereto (the “Warrants” and together with the Shares, the “Securities”) for an aggregate purchase price set forth on the signature page hereto (the “Purchase Price”). (b) The Securities have been registered on a Registration Statement on Form S-3, Registration No. 333-133087, which registration statement (together with any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act, the “Registration Statement”) has been declared effective by the Securities and Exchange Commission, has remained effective since such date and is effective on the date hereof. (c) NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS SUBSCRIPTION AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL REMIT BY WIRE TRANSFER THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE SECURITIES BEING PURCHASED BY THE INVESTOR TO THE FOLLOWING ACCOUNT DESIGNATED BY THE COMPANY AND THE PLACEMENT AGENT ENGAGED BY THE COMPANY IN CONNECTION WITH THE SALE AND ISSUANCE OF THE SECURITIES (THE “PLACEMENT AGENT”) PURSUANT TO THE TERMS OF THAT CERTAIN ESCROW AGREEMENT (THE “ESCROW AGREEMENT”) DATED AS OF THE DATE HEREOF, BY AND AMONG THE COMPANY, THE PLACEMENT AGENT AND JPMORGAN CHASE (THE “ESCROW AGENT”): JPMorgan Chase Bank ABA # 0▇▇▇▇▇▇▇▇ Account No.: 304954950 Account Name: Emisphere / ThinkEquity Such funds shall be held in escrow until the Closing Date and delivered by the Escrow Agent on behalf of the Investor to the Company unless (i) the agreement between the Company and the Placement Agent (the “Placement Agreement”) is terminated pursuant to the terms thereof or (ii) determined that the conditions to closing in the Placement Agreement have not been satisfied. The Investor’s obligations are expressly not conditioned on the purchase by any or all other investors of the Securities that they have agreed to purchase from the Company. The Placement Agent shall have no rights in or to any of the escrowed funds, unless the Placement Agent and the Escrow Agent are notified in writing by the Company in connection with the closing that a portion of the escrowed funds shall be applied to the Placement Agent’s fees. (d) NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS SUBSCRIPTION AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL DIRECT THE BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE SHARES ARE MAINTAINED TO SET UP A DEPOSIT/WITHDRAWAL AT CUSTODIAN (“DWAC”) INSTRUCTING THE TRANSFER AGENT TO CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES ON THE CLOSING DATE. (e) On the third or fourth business day after the date of this Subscription Agreement (the “Closing Date”), the Company (i) shall cause its transfer agent to deliver to Investor the Shares via the Depository Trust Company’s (“DTC”) Deposit or Withdrawal at Custodian system and (ii) shall deliver to Investor the Warrants via the instructions set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal such Shares and Warrants to the product of (x) the aggregate number of Shares be registered in such name or names as designated by the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments), Registration No. 333-228750 (the “Registration Statement”). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance Warrants shall be unlegended and free of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,000. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable lawresale restrictions.

Subscription. Investor agrees to buy and the Company agrees to sell to Investor such number of shares (the “Shares”) of the Company’s ordinary shares, $0.001 0.0005 par value per share (the “SharesOrdinary Share”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments)F-1, Registration No. 333-228750 333- 230170 (the “Registration Statement”). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Univest Securities, LLC (the “Underwriter”) as underwriter on a “best effortsefforts basis” up to $20,000,00011,000,000. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter Underwriter(s) in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS DWAC system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment Each of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter Underwriters and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they it will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.

Subscription. (a) Investor agrees to buy and the Company agrees to sell and issue to Investor (i) such number of shares (the “Shares”) of the Company’s ordinary sharescommon stock, $0.001 par value per share (the “Common Stock”), and (ii) such number of warrants to purchase Common Stock (the “Warrants”, and together with the Shares, the “Securities”), as set forth on the signature page hereto, for an aggregate purchase price set forth on the signature page hereto (the “Purchase Price”). (b) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth The Securities have been registered on the signature page hereto. The Shares are being registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments)S-3, Registration No. 333-228750 138844, which registration statement (the “Registration Statement”). The Registration Statement will have ) has been declared effective by the Securities and Exchange Commission (and is effective on the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to changedate hereof. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities. (c) On January 22, LLC (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,000. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time 2007 (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934), as amended (the “Exchange Act”). Upon upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in Placement Agency Agreement (the Registration Statement when it is declared effective “Placement Agreement”) dated January 16, 2007 by and among the CommissionCompany and the placement agent named therein (the “Placement Agent”), at the Closing Placement Agent will disburse, or cause to be disbursed, to the Company an amount equal to the product of (ix) the Purchase Price deposited by aggregate number of Securities the Investor subsequent has agreed to purchase and (y) the declaration of effectiveness of aggregate purchase price for the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the CompanySecurities, and (ii) upon the receipt of such disbursement, the Company shall cause the Shares Securities to be delivered to either the Placement Agent, for further delivery to the Investor, or directly to Investor (A) in the event such Investor disburses funds directly to the Company, which, with respect to the Shares, shall be made through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the Investor’s signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members.”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.

Subscription. Investor agrees to buy and the Company agrees to sell and issue to Investor such number of Units (the Company’s ordinary shares“Units” and each a “Unit”) each Unit consisting of one share of common stock, par value $0.001 par value per share (the “SharesCommon Stock”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the product of the aggregate number of Shares Units the Investor has agreed to purchase and (y) the purchase price per share Unit as set forth on the signature page hereto. The Shares are being Purchase Price is set forth on the signature page hereto. The Units have been registered for sale pursuant to on a Registration Statement on Form F-1 (including any post1-effective amendments)A, Registration No. 333-228750 .: _______________ (the “Registration Statement”). The Registration Statement will have has been declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to changeeffective on the date hereof. A final prospectus and/or prospectus supplement offering circular will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,000. The completion of the purchase and sale of the Shares Units (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the CommissionAgreement, at the Closing Closing, (i) the Investor shall pay the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow bank account per wire instructions as provided on the signature line below shall be released to by the Company, and (ii) the Company shall cause the Shares (a) Common Stock to be delivered to the Investor (A) with the delivery of the Common Stock to be made through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) or, if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS systemhereto, through the book-entry physical delivery of Shares on certificates evidencing the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery Common Stock to the Investor at the residential or business address indicated on thereon). Funds for the Signature Page hereof. No fractional Shares shall Purchase Price should be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shareswired to: BrannellyLaw, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory AuthorityPLLC Trust Account c/o Draxo Technology, Inc. (collectively▇▇▇▇▇ Fargo Bank 420 ▇▇▇▇▇▇▇▇▇▇, the “Rule”)▇▇▇ ▇▇▇▇▇▇▇▇▇, all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account▇▇ ▇▇▇▇▇ Account name: BrannellyLaw, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.PLLC Account number: 3930919844 Wire Routing Number ▇▇▇▇▇▇▇▇▇ SWIFT Code: ▇▇▇▇▇▇▇▇

Subscription. Investor 1.1 The undersigned hereby irrevocably subscribes for and agrees to buy and purchase the Company agrees to sell to Investor such number of the Company’s ordinary shares, $0.001 par value per share shares of Common Stock (the “"Shares”), as set forth ") indicated on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) hereto at the purchase price per share as set forth on the such signature page heretopage. The Shares are being registered for sale pursuant undersigned encloses herewith a check or money order payable to a Registration Statement on Form F-1 (including any post-effective amendments), Registration No. 333-228750 First London Securities Corporation (the “Registration Statement”). The Registration Statement will have been declared effective "Placement Agent") (or has made payment by wire transfer of funds in accordance with instructions from the Securities and Exchange Commission Placement Agent) in the full amount of the purchase price of the Shares for which the undersigned is subscribing (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. "Payment"). 1.2 The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will undersigned understands that all Payments by check or money order as provided in Section 1.1 above shall be delivered to the Investor Placement Agent and, thereafter, such Payment will be held for the undersigned's benefit by the Placement Agent, but the undersigned will not earn interest on any funds so held, as required by lawdescribed in the Memorandum. The Shares are being offered by Boustead Securities, LLC Placement Agent and the Company may hold an initial closing of the Offering (the “Underwriter”"Initial Closing") as underwriter after subscriptions for the minimum number of Shares identified in the Memorandum have been accepted, on a “best efforts” up to $20,000,000the basis described in the Memorandum. The completion of Company may hold additional interim closings after the purchase Initial Closing. Any such interim closings together with the Initial Closing are each hereinafter referred to as an "Additional Closing" and sale of the Shares (the “Closing”) shall take place at a place and time (the “occur on one or more dates each hereinafter referred to as an "Additional Closing Date”) to be specified ." Upon receipt by the Company of the requisite payment for all Shares to be purchased by the subscribers whose subscriptions are accepted (each, a "Purchaser") at the Additional Closing Dates and Underwriter in accordance with Rule 15c6-1 promulgated under subject to the Securities Exchange Act satisfaction of 1934certain conditions, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth Shares so purchased will be issued in the preliminary prospectus contained in name of each such Purchaser, and the Registration Statement when it is declared effective by name of such Purchaser will be registered on the Commission, at stock transfer books of the Closing Company as the record owner of such Shares. The Company will issue to each Investor a stock certificate for the Shares purchased. 1.3 The undersigned hereby agrees to be bound hereby upon (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released execution and delivery to the Company, in care of the Placement Agent, of the signature page to this Subscription Agreement and (ii) acceptance on the Initial Closing Date or an Additional Closing Date, as the case may be, by the Company shall cause of the undersigned's subscription (the "Subscription"). 1.4 The undersigned agrees that the Company may, in its sole and absolute discretion, reduce the undersigned's subscription to any number of shares of Common Stock that in the aggregate does not exceed the number of Shares of Common Stock hereby applied for without any prior notice to be delivered or further consent by the undersigned. The undersigned hereby irrevocably constitutes and appoints the Placement Agent and each officer of the Placement Agent, each of the foregoing acting singly, in each case with full power of substitution, the true and lawful agent and attorney-in-fact of the undersigned, with full power and authority in the undersigned's name, place and stead to amend this Subscription Agreement, including, in each case, the Investor (A) through the facilities of The Depository Trust Company’s DRS system in accordance with the instructions set forth on the undersigned's signature page attached hereto under the heading “DRS Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable thereto, to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records effect any of the Company’s transfer agentforegoing provisions of this Section 1.4. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.Subscription Agreement EXHIBIT A

Subscription. Investor agrees to buy and the Company agrees to sell to Investor such number of shares (the “Shares”) of the Company’s ordinary sharesshare, $0.001 0.0001 par value per share (the “SharesOrdinary share”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments)F-1, Registration No. 333-228750 333-[ ] (the “Registration Statement”). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,00021,000,000. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they it will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.

Subscription. Investor agrees to buy and the Company agrees to sell and issue to Investor such number of shares (the “Shares”) of the Company’s ordinary sharescommon stock, $0.001 par value per share (the “Shares”)share, as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share (the “Purchase Price”) as set forth on the signature page hereto. The Purchase Price is set forth on the signature page hereto. The Shares are being registered for sale offered pursuant to a Registration Statement an offering statement on Form F-1 (including any post1-effective amendments)A, Registration File No. 333-228750 024-[ ] (the “Registration Offering Statement”). The Registration Offering Statement will have been declared effective qualified by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectusoffering circular (the “Offering Circular”) which forms a part of the Offering Statement, however, is subject to change. A final prospectus Offering Circular and/or prospectus supplement to Offering Circular will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter Company on a “best efforts” up to $20,000,000basis. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Purchase Price for the Shares shall be paid simultaneously with the execution and delivery to the Company of the signature page of this Subscription Agreement. Investor shall deliver a signed copy of this Subscription Agreement, along with payment for the aggregate Purchase Price of the Shares by a check for available funds made payable to “Marijuana Company of America, Inc.”, by ACH electronic transfer or wire transfer to an account designated by the Company, or by any combination of such methods. Payment for the Shares shall be received by the Company from the undersigned by transfer of immediately available funds, or other means approved by the Company at least two (2) days prior to the closing date, in the amount as set forth on the signature page hereto. Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the CommissionOffering Statement, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the CompanyClosing, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) with the delivery of the Shares to be made through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members.”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.

Subscription. Investor hereby subscribes and agrees to buy purchase and the Company agrees to sell to Investor such number of shares (the “Shares”) of the Company’s ordinary sharesCommon Stock, $0.001 par value per share (the “SharesCommon Stock”), as set forth on the signature page Signature Page attached as part of this Agreement (the “Signature Page”) hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed subscribes to purchase and (y) the purchase price per share as set forth on the signature page Signature Page hereto. The Shares are being registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments)S-1, Registration No. 333-228750 118138, as may be amended from time to time (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (“SEC”). The Registration Statement will have been declared effective by the Securities and Exchange Commission SEC (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to change. A final prospectus (and/or prospectus supplement supplement, the “Prospectus”) will be delivered to the Investor as required by law. The Shares are being offered directly by Boustead Securities, LLC (the “Underwriter”) as underwriter Company on a “best efforts” ”, any and all basis up to $20,000,0004,000,000. The completion Provided the Company’s Registration Statement is declared effective by the SEC, the closing of the purchase and sale of Subscription for the Shares hereunder (the “Closing”) shall take place at a place occur immediately upon: (i) receipt and time (the “Closing Date”) to be specified acceptance by the Company of the Subscriber’s properly completed and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended executed Signature; and (the “Exchange Act”). Upon satisfaction or waiver ii) receipt of all funds for the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission, at the Closing subscription of shares hereunder (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on ), at which time the signature line below Company shall cause the Shares to be released issued to the Company, Subscriber in the name(s) set forth in the Signature Page and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto Signature Page under the heading “DRS DWAC Instructions,” or (B) if requested by the Investor on the signature page hereto Signature Page or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS DWAC system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent, Pacific Stock Transfer Company (the “Transfer Agent”). If delivery is made by book entry on the books and records of the transfer agentTransfer Agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereofPage. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendmentProspectus prior to the date of the Subscription, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (Pending acceptance of this subscription, the “Members”) Subscriber’s subscription amount shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued be held in an escrow account established by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable lawCompany.

Subscription. Investor agrees to buy and the Company agrees to sell to Investor such number of shares (the “Shares”) of the Company’s ordinary shares, $0.001 0.01 par value per share (the “SharesOrdinary Share”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments)F-1, Registration No. 333-228750 223804 (the “Registration Statement”). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC Network 1 Financial Securities Inc. (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,00010,000,000. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter Underwriters, upon agreement of such parties, in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS DTC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DTC Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS DWAC system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they it will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.

Subscription. Investor agrees to buy and the Company agrees to sell to Investor such number of the Company’s ordinary shares, $0.001 par value per share series A preferred shares (the “Shares”), ) of the Company as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being registered qualified for sale pursuant to a Registration Statement an offering statement on Form F-1 (including any post1-effective amendments)A, Registration File No. 333024-228750 11064 (the “Registration Offering Statement”). The Registration Offering Statement will have been declared effective qualified by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectusoffering circular, however, is subject to change. A final prospectus offering circular and/or prospectus offering circular supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, Craft Capital Management LLC (the “UnderwriterPlacement Agent”) as underwriter placement agent on a “best efforts” up basis with a minimum of $1,000,000 in gross proceeds to be received prior to a Closing and maximum gross proceeds of $20,000,0008,000,000. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus offering circular contained in the Registration Offering Statement when it is declared effective qualified by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness qualification of the Registration Offering Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS DWAC system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Offering Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter Each of the Placement Agent and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they it will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards regard to monies being sent from an investors investor’s account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Offering Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.

Subscription. (a) Investor agrees to buy and the Company agrees to sell and issue to Investor (i) such number of the Company’s ordinary sharesshares of common stock (the “Shares”), $0.001 par value per share (the “Common Shares”), ) as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Common Shares the Investor has agreed to purchase and (y) the purchase price per share as Common Share set forth on the signature page hereto. The Purchase Price is set forth on the signature page hereto. (b) The Common Shares are being have been registered for sale pursuant to on a Registration Statement on Form F-1 S-3 (including any post-effective amendments), Registration No. 333-228750 187780) (the “Registration Statement”). The Registration Statement will have has been declared effective by the Securities and Exchange Commission (the “Commission”) and is effective on the date hereof. The prospectus included in the Registration Statement at the time it was declared effective by the Commission or in the form in which it has been most recently filed with the Commission on or prior to issuance the date of this Subscription is hereinafter called the “Base Prospectus.” Any preliminary form of prospectus which is filed or used prior to filing of the Prospectus (as hereinafter defined) is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Shares Preliminary Prospectus or the Prospectus or to any amendment or supplement to any of the foregoing shall be deemed to include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), and acceptance also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of any Investor’s subscription. The prospectusfiling of the Prospectus pursuant to Rule 424(b) under the Securities Act, however, is subject and prior to changethe termination of the offering of the Common Shares. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. Such final prospectus supplement, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is referred to herein as the “Prospectus.” The Base Prospectus, as supplemented by the Preliminary Prospectus dated as of January 28, 2015, are collectively referred to as the “Disclosure Package.” The Shares are being offered by Boustead Securities, LLC shall be freely tradable on the NASDAQ Global Market. (the “Underwriter”c) as underwriter on a “best efforts” up to $20,000,000. The completion Payment of the purchase Purchase Price for, and sale of delivery by the Company of, the Common Shares shall take place at a closing (the “Closing”), which shall occur no later than three (3) trading days after the date of this Subscription. (d) At or prior to the Closing and promptly upon the request of the Company, the manner of settlement of the Common Shares purchased by the Investor shall take place at a place and time be as follows (check one):* [____] A. The Investor shall remit by wire transfer the “Closing Date”) amount of funds equal to be specified the Purchase Price to the following account designated by the Company and Underwriter The Investor shall also furnish to the Company a completed W-9 form (or, in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act case of 1934an Investor who is not a United States citizen or resident, as amended (the “Exchange Act”a W-8 form). Upon satisfaction or waiver At the Closing, upon receipt of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the CompanyPrice, and (ii) the Company shall cause the Common Shares to be delivered to the Investor (A) Investor, with the delivery of the Common Shares to be made through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” ”. * No payment or delivery of the Purchase Price is required in settlement of the Common Shares to be issued to Investor hereunder, due to the terms of Amendment No. 2 (Bas defined below), pursuant to which a fee otherwise payable to the Investor by the Company was waived. *** Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission. — OR — [X] B. The Investor shall remit by wire transfer the amount of funds equal to the Purchase Price to following account designated by the Company: Delivery versus payment (“DVP”) if requested through DTC (i.e., prior to Closing, the Investor shall remit by wire transfer the amount of funds equal to the Purchase Price to the account designated by the Company and notify the Company completion of such remittance. Prior to the Closing, the Company shall confirm that the account has a minimum balance equal to the Purchase Price. At Closing, the Company shall deliver to the Investor through DTC, the Common Shares registered in the Investor’s name and address as set forth below, to be deposited and held in the American Stock Transfer & Trust Company, LLC to be established for the Investor on the signature page hereto or if date of Closing, for one hundred eighty (180) days after the Effective Date as described in Section 4(c) herein). The Company is unable to make shall notify the delivery through Investor of such deposit of the facilities of The Depository Common Share with a report created by the American Stock Transfer & Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable lawLLC.

Subscription. Investor agrees to buy and the Company agrees to sell and issue to Investor such number of the Company’s ordinary shares, $0.001 par value per share shares (the “Shares”)) of the Company’s Class A Ordinary Shares, par value $0.00125 per share, as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price Purchase Price per share Share as set forth on the signature page hereto. The Shares are being registered for sale offered pursuant to a Registration Statement registration statement on Form F-1 (including any post-effective amendments)F-1, Registration File No. 333-228750 221379 (the “Registration Statement”). The Registration Statement will have been was declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectusprospectus (the “Prospectus”) which forms a part of the Registration Statement, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts, minimum/maximum” up basis pursuant to $20,000,000an underwriting agreement (the “Underwriting Agreement”). The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter Underwriters in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in Underwriting Agreement and the Registration Statement when it is declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer or ACH transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below accounts shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS DWAC system, through the DRS or book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreementUnderwriting Agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they it will comply with Exchange Act Rule 15c2-4 under the Exchange Act4. As per Exchange Act Rule 15c2-4 and FINRA Notice to Members Rule 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard With regards to monies being wired or sent via ACH transfer from an investor’s bank account, the Members shall request the investors to send their wires or ACH transfers by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors investor’s account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow accountaccounts. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account accounts will be returned to investors promptly in accordance with the terms of the escrow agreement agreements and applicable law.

Subscription. (a) Investor agrees to buy and the Company agrees to sell and issue to Investor (i) such number of the Company’s ordinary sharesshares of common stock (the “Shares”), $0.001 par value per share (the “Common Shares”), ) as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Common Shares the Investor has agreed to purchase and (y) the purchase price per share as Common Share set forth on the signature page hereto. The Purchase Price is set forth on the signature page hereto. The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of the Common Shares to them. The Investor and the Other Investors are being hereinafter sometimes collectively referred to as the “Investors,” and this Subscription and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Subscriptions”. (b) The Common Shares have been registered for sale pursuant to on a Registration Statement on Form F-1 S-3 (including any post-effective amendments), Registration No. 333-228750 220948) (the “Registration Statement”). The Registration Statement will have has been declared effective by the Securities and Exchange Commission (the “Commission”) and is effective on the date hereof. The prospectus included in the Registration Statement at the time it was declared effective by the Commission or in the form in which it has been most recently filed with the Commission on or prior to issuance the date of this Subscription is hereinafter called the “Base Prospectus.” Any preliminary form of prospectus which is filed or used on or prior to the date hereof and prior to filing of the Prospectus (as hereinafter defined) is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus or to any amendment or supplement to any of the foregoing shall be deemed to include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), and also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus pursuant to Rule 424(b) under the Securities Act, and prior to the termination of the offering of the Common Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to changeby the Placement Agent. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. Such final prospectus supplement, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” The Base Prospectus and the pricing information conveyed orally to the Investor, are collectively referred to as the “Disclosure Package.” The Shares are being offered by Boustead Securities, LLC shall be freely tradable on the Nasdaq Capital Market. (the “Underwriter”c) as underwriter on a “best efforts” up to $20,000,000. The completion Payment of the purchase Purchase Price for, and sale of delivery by the Company of, the Common Shares shall take place at a closing (the “Closing”), which shall occur no later than two (2) shall take place at a place and time (trading days after the “Closing Date”) date of this Subscription, subject to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing the Closing (the “Company Closing Conditions”) set forth in the preliminary prospectus contained in Placement Agency Agreement (the Registration Statement when it is declared effective “Placement Agreement”) dated April 6, 2018 by and among the Commission, at Company and the placement agent named therein (the “Placement Agent”). (d) At or prior to the Closing (i) and promptly upon the Purchase Price deposited request of the Placement Agent after the satisfaction of the Company Closing Conditions, the manner of settlement of the Common Shares purchased by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and as follows (ii) the check one): [ ] A. The Company shall cause the Common Shares to be delivered to the Investor (A) Investor, with the delivery of the Common Shares to be made through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” ”. The Investor shall (i) direct the broker-dealer at which the account or accounts to be credited with the shares are maintained to set up a DWAC instructing the transfer agent credit such account or accounts with the Common Shares and (Bii) if requested remit by wire transfer the amount of funds equal to the Purchase Price to following account designated by the Investor on Company and the signature page hereto Placement Agent: U.S. Bank, N.A. ABA: ▇▇▇▇▇▇▇▇▇ Account Number: 173103198383 Account Name: U.S. Bank Trust Wire Account For final credit to account: SYNLOGIC, INC 001050993164 Attention: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ The Placement Agent shall have no rights in or if to any of such funds, unless the Placement Agent is notified in writing by the Company in connection with the Closing that a portion of such funds shall be applied to the Placement Fee. The Investor shall also furnish to the Placement Agent a completed W-9 form (or, in the case of an Investor who is unable to make the delivery not a United States citizen or resident, a W-8 form). — OR — [ ] B. Delivery versus payment (“DVP”) through the facilities of The Depository Trust Company’s DRS systemDTC (i.e., through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agentat Closing, the Company shall send written confirmation of such delivery deliver the Common Shares registered in the Investor’s name and address as set forth below and released by American Stock Transfer & Trust Company, LLC to the Investor through DTC at the address indicated on Closing directly to the Signature Page hereof. No fractional account(s) identified by the Investor (the institution at which such account(s) is/are held, the “DVP Agent”); upon receipt of such Common Shares, the DVP Agent shall promptly electronically deliver such Common Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor, and simultaneously therewith payment shall be made by the DVP Agent by wire transfer to the Company). By payment No later than one (1) business day after the execution of this Subscription by the SharesInvestor and the Company, the Investor acknowledges receipt shall: (i) notify the DVP Agent of the Registration Statement and any amendmentaccount or accounts at the DVP Agent to be credited with the Common Shares being purchased by such Investor, and (ii) confirm that the terms of which govern account or accounts at the investment in DVP Agent to be credited with the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued Common Shares being purchased by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by Investor have a subscription agreement will be promptly sent along with the subscription agreements minimum balance equal to the escrow account by noon aggregate purchase price for the next business day. In regard to monies Common Shares being wired from an investor’s bank account, the Members shall request the investors to send their wires purchased by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable lawInvestor.

Subscription. Investor agrees to buy and the Company agrees to sell and issue to Investor such number of the Company’s ordinary shares, $0.001 par value per share shares (the “Shares”)) of the Company’s common stock, $0.0001 par value per share, as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share (the “Purchase Price”) as set forth on the signature page hereto. The Purchase Price is set forth on the signature page hereto. The Shares are being registered for sale offered pursuant to a Registration Statement on Form F-1 (including any post-effective amendments)S-1, Registration SEC File No. 333-228750 222325 (the “Registration Statement”). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to change. A final prospectus Registration Statement and/or prospectus supplement to the Registration Statement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter Company on a “best efforts, minimum/maximum” up to $20,000,000basis as set forth in the Registration Statement. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)Registration Statement. Upon satisfaction or waiver execution of all this subscription agreement, the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission, at the Closing (i) Investor shall pay the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement check or by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Companypage below. At Closing, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) with the delivery of the Shares to be made, if available, through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” (or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities physical delivery of The Depository Trust Company’s DRS system, through the certificates or book-entry delivery of form evidencing the Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereofbelow). No fractional Shares shall All checks should be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement and will be promptly sent along with the subscription agreements to the escrow account by noon maintained with F▇▇▇▇ & L▇▇▇▇▇▇ LLP (the next business day“Escrow Agent”). In regard regards to monies being wired from an investor’s bank account, the Members Company shall request the investors to send their wires by the next business day immediately to the Escrow Agent following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that funds are sent in and the offering does not close for any reason prior to the termination date set forth in the Registration Statementclose, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement terms and applicable law.

Subscription. Investor agrees to buy and the Company agrees to sell and issue to Investor such number of (i) shares (the “Shares”) of the Company’s ordinary sharescommon stock, $0.001 0.00001 par value per share (the “SharesCommon Stock”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share Share as set forth on the signature page hereto. The Purchase Price is set forth on the signature page hereto. The Shares are being have been registered for sale pursuant to on a Registration Statement on Form F-1 (including any post-effective amendments)S-1, Registration No. 333-228750 333—166747 (the “Registration Statement”). The Registration Statement will have has been declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to changeeffective on the date hereof. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,000. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at on the earliest to occur of (i) the date all the Shares are fully subscribed for, (ii) 30 days after the Effective Date, unless extended to a place later date with the mutual consent of the Company and time Grandview, or (iii) such date mutually agreed by the Company and Grandview (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the CommissionAgreement, at the Closing Closing, (i) the Investor shall pay the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided designated by the Company on the signature line below shall be released to the CompanyAnnex A attached hereto, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) with the delivery of the Shares to be made through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) or, if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS systemhereto, through the book-entry physical delivery of certificates evidencing the Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the residential or business address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”thereon), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.

Subscription. (a) Investor agrees to buy and the Company agrees to sell and issue to Investor such number of shares (the “Shares”) of the Company’s ordinary sharescommon stock, $0.001 0.01 par value per share (the “SharesCommon Stock”)) and a warrant (the “Warrant”) to acquire such number of shares of the Common Stock, as set forth on the signature page heretohereto (the “Warrant Shares” and; together with the Shares and the Warrant, the “Securities”), for an aggregate purchase price set forth on the signature page hereto (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto). The Shares are being form of Warrant is attached hereto as Exhibit A. One Share and a warrant to acquire 0.5 shares of Common Stock shall be referred to as a “Unit.” (b) The Securities have been registered for sale pursuant to on a Registration Statement on Form F-1 (including any post-effective amendments)S-3, Registration No. 333-228750 138893 (the “Registration Statement”). The Registration Statement will have , which registration statement has been declared effective by the Securities and Exchange Commission and is effective on the date hereof (together with any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “CommissionSecurities Act”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to change)). A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities. (c) On the closing date, LLC (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,000. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter which, in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended amended, is expected to occur on or about July 31, 2008 (the “Exchange ActClosing Date”). Upon , upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commissionthis Subscription Agreement, at the Closing (i) the Purchase Price deposited for the Units purchased by the Investor subsequent will be delivered by or on behalf of the Investor to the declaration of effectiveness Company against delivery of the Registration Statement by wire transfer of immediately available funds to Shares and the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the CompanyWarrants, and (ii) the Company shall cause the Shares its transfer agent to be delivered release to the Investor the number of Shares being purchased by the Investor (A) such release shall be made through the facilities of The Depository Trust Company’s DRS system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS Instructions,” or DWAC system), and (Biii) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery deliver to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be Warrant being purchased and any excess funds representing fractional Shares shall be returned to by the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date provisions set forth in the Registration Statement, all funds deposited in the escrow account will Exhibit B hereto shall be returned to investors promptly in accordance with the terms of the escrow agreement and applicable lawincorporated herein by reference as if set forth fully herein.

Subscription. Investor agrees to buy and the Company agrees to sell and issue to Investor such number shares (the “Shares”) of the Company’s ordinary sharescommon stock, $0.001 par value per share (the “SharesCommon Stock”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share (the “Purchase Price”) as set forth on the signature page hereto. The Shares are being have been registered for sale pursuant to on a Registration Statement on Form F-1 (including any post-effective amendments)F-1, Registration No. 333-228750 208583 (as amended, the “Registration Statement”). The Registration Statement will have been declared effective ) filed under the Securities Act of 1933, as amended (the “Securities Act”) and by the Company with the U.S. Securities and Exchange Commission (the “Commission”) prior to issuance ). A copy of any Shares and acceptance the preliminary prospectus which forms a part of any Investor’s subscription. The prospectus, however, the Registration Statement is subject to changebeing delivered simultaneously with this form of Agreement. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered Investor shall pay the Purchase Price by Boustead Securitiescheck made out to Wilmington Trust N.A., LLC (as Escrow Agent and delivered to the “Underwriter”) as underwriter on a “best efforts” up Escrow Agent for deposit in the Escrow Account. All subscription agreements and checks should be delivered to $20,000,000Wilmington Trust N.A., Attention D▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Vice President, Senior Relationship Manager Global Capital Markets, 2▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter Spartan Securities Group, Ltd. (the “Placement Agent”), in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in No Closing will occur until the Registration Statement when it is declared effective by effective. At the CommissionClosing, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) with the delivery of the Shares to be made through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) or, if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS systemhereto, through (i) the physical delivery of certificates evidencing the Shares delivered to the residential or business address indicated thereon; or (ii) book-entry delivery of Shares posting on the books and records of the Company’s transfer agent. If delivery is made control book maintained by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of agent evidencing the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares). The Underwriter and any participating broker dealers (the “Members”) shall confirmCompany may reject this subscription, via the sales agency agreementin whole or in part, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior (regardless of whether any check relating to this subscription is deposited), and the termination date set forth in Company will instruct the Registration StatementEscrow Agent to promptly return your funds without interest, all funds deposited in the escrow account and without deduction of any expenses, if rejected. The Company will be returned to investors promptly in accordance with the terms send you a fully executed copy of the escrow agreement and applicable lawthis Agreement if your subscription is accepted.

Subscription. Investor agrees to buy and the Company agrees to sell and issue to Investor such number of Units (the Company’s ordinary shares“Units” and each a “Unit”) each Unit consisting of one share of common stock, par value $0.001 par value per share (the “SharesCommon Stock”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the product of the aggregate number of Shares Units the Investor has agreed to purchase and (y) the purchase price per share Unit as set forth on the signature page hereto. The Shares are being Purchase Price is set forth on the signature page hereto. Additionally, the Company agrees to sell and issue to Investor one Unit for every two Units purchased per this Subscription from the date of this Subscription until _____________, when the Registration Statement (defined herein) is set to expire. Per the terms of the Registration Statement, the additional purchasable Units will be at the same price ($0.50 per share) regardless of the price trading in the open market and shall also be free trading shares. The Units have been registered for sale pursuant to on a Registration Statement on Form F-1 (including any post1-effective amendments)A, Registration No. 333-228750 .: _______________ (the “Registration Statement”). The Registration Statement will have has been declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to changeeffective on the date hereof. A final prospectus and/or prospectus supplement offering circular will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,000. The completion of the purchase and sale of the Shares Units (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the CommissionAgreement, at the Closing Closing, (i) the Investor shall pay the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow bank account per wire instructions as provided on the signature line below shall be released to by the Company, and (ii) the Company shall cause the Shares (a) Common Stock to be delivered to the Investor (A) with the delivery of the Common Stock to be made through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) or, if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS systemhereto, through the book-entry physical delivery of Shares on certificates evidencing the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery Common Stock to the Investor at the residential or business address indicated on thereon). Funds for the Signature Page hereof. No fractional Shares shall Purchase Price should be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shareswired to: BrannellyLaw, the Investor acknowledges receipt of the Registration Statement and any amendmentPLLC Trust Account c/o Fast Casual Concepts Inc. ▇▇▇▇▇ Fargo Bank 420 Montgomery, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm▇▇▇ ▇▇▇▇▇▇▇▇▇, via the sales agency agreement▇▇ ▇▇▇▇▇ Account name: BrannellyLaw, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.PLLC Account number: 3930919844 Wire Routing Number ▇▇▇▇▇▇▇▇▇ SWIFT Code: ▇▇▇▇▇▇▇▇

Subscription. Investor agrees 2.1.1. Subject to buy (a) the terms and the Company agrees to sell to Investor such number conditions of this Agreement, (b) fulfilment of the Company’s ordinary shares, $0.001 par value per share (the “Shares”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal Conditions Precedent to the product satisfaction or waiver (in accordance with Clause 3.3) of the Investor, and (xc) in reliance upon the aggregate number Warranties set out in SCHEDULE 8 as of Shares the Execution Date and as of the Closing Date, the Investor has agreed to purchase and (y) invest the purchase price per share Initial Subscription Amount to subscribe to the Initial Naspers Securities, as set forth out in Part A of SCHEDULE 4. Upon receipt of the Initial Subscription Amount by the Company from the Investor, the issue and allotment of the Initial Naspers Securities by the Company to the Investor shall take place on the signature page hereto. The Shares are being registered for sale pursuant to a Registration Statement on Form F-1 Closing Date (including any post-effective amendments), Registration No. 333-228750 (the “Registration StatementClosing”). The Registration Statement will have been declared effective issued and paid up capital of the Company on a Fully Diluted Basis as on the Execution Date and upon Closing, assuming complete subscription of the Initial Naspers Securities by the Investor, shall be as set out in Part B of SCHEDULE 4. 2.1.2. Within 5 (five) days from the Trigger Date, the Investor may elect to invest the Additional Subscription Amount to subscribe to the Additional Naspers Securities, as set out in Part A of SCHEDULE 4. Upon receipt of the Additional Subscription Amount by the Company from the Investor, the issue and allotment of the Additional Naspers Securities and Exchange Commission (by the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered Company to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,000. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time on the Additional Closing Date (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange ActAdditional Closing”). Upon satisfaction or waiver The issued and paid up capital of all the conditions to closing set forth in Company on a Fully Diluted Basis upon Additional Closing, assuming complete subscription of the preliminary prospectus contained in the Registration Statement when it is declared effective Additional Naspers Securities by the CommissionInvestor, at the Closing (i) the Purchase Price deposited shall be as set out in Part B of SCHEDULE 4. It is clarified by way of abundant caution that the Investor subsequent shall not have the right to invest the Additional Subscription Amount to subscribe to the declaration Additional Naspers Securities if Inspired Elite Investments Limited or its Affiliates effects the remittance of effectiveness a sum of the Registration Statement by wire transfer of immediately INR 2,563,936,218.76 (Rupees Two Billion Five Hundred and Sixty Three Million Nine Hundred and Thirty Six Two Hundred and Eighteen and Seventy Six Paise) for subscription to Series F CCPS and Equity Shares on or prior to February 18, 2018, on terms substantially similar to those available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS Instructions,” or Shareholders’ Agreement (Bsave that Inspired Elite Investments Limited/its Affiliates shall only be entitled to nominate 1 (one) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery director to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”Board), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law.

Subscription. Investor agrees to buy and the Company agrees to sell to Investor such number of shares (the “Shares”) of the Company’s ordinary sharescommon stock, $0.001 0.0001 par value per share (the “SharesCommon Stock”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being have been registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments)S-1, Registration No. 333-228750 269717 (the “Registration Statement”). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectusprospectus contained in the Registration Statement (the “Prospectus”), however, is subject to change. A final prospectus Prospectus and/or prospectus Prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securitiesthe Company through Public Ventures, LLC (“PV”) (the “UnderwriterPlacement Agent”) as underwriter the exclusive placement agent on a commercially reasonable “best efforts” no minimum basis by the Prospectus. The purchase price per share of Common Stock will be the price per share set forth on the cover page of the Prospectus. This offering will terminate on ________, 2023 (the “Initial Offering Termination Date”), which date may be extended to a date up to $20,000,000and including _______, 2023 (the “Offering Termination Date”), unless the Company decides to terminate this offering prior to the Offering Termination Date, which the Company may do at any time in its discretion. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter PV in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission, at the Closing Closing: (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS DWAC Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS DWAC system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter PV and any participating broker dealers sub-agents (the “Members”) shall confirm, via the sales a sub-agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they it will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. Authority (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors Investor’s account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor Investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors Investors promptly in accordance with the terms of the escrow agreement and applicable law, without interest or other set off.

Subscription. Investor agrees to buy and the Company agrees to sell and issue to Investor such number of the Company’s ordinary shares, $0.001 par value per share shares (the “Shares”) of common stock, par value $0.02 per share (“Common Stock”), as set forth on the signature page hereto, for an aggregate purchase price set forth on the signature page hereto (the “Purchase Price”). The Shares have been registered under a Registration Statement on Form S-3, Registration No. 333-153891, which registration statement (the “Registration Statement”) equal has been declared effective by the Securities and Exchange Commission, has remained effective since such date and is effective on the date hereof. ON SEPTEMBER 23, 2009 (THE “CLOSING DATE”), THE INVESTOR SHALL REMIT BY WIRE TRANSFER THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE SHARES BEING PURCHASED BY THE INVESTOR TO THE FOLLOWING ACCOUNT DESIGNATED BY THE COMPANY: BANK: National City Bank Cleveland ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ SWIFT CODE ▇▇▇▇▇▇▇▇ ABA NUMBER ACCOUNT NUMBER Attention: Northern Technologies International Corporation Account ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ Such funds shall be delivered unless the Placement Agency Agreement (the “Placement Agreement”) between the Company and the placement agent engaged by the Company in connection with the sale and issuance of the Shares (the “Placement Agent”) is terminated pursuant to the product of terms thereof. The Company’s obligation to issue the Shares to the Investor will be subject to (xi) the receipt by the Company of the aggregate number purchase price for the Shares being purchased hereunder as set forth on the signature page, (ii) the accuracy of Shares the representations and warranties made by the Investor has in this Agreement, (iii) the Registration Statement remaining in effect and no stop order proceedings with respect thereto being pending or threatened, and (iv) there being no objections raised by the staff of the NASDAQ Stock Market to the consummation of the sale without the approval of the Company’s stockholders. The Company proposes to enter into substantially this same form of Agreement with certain other investors (collectively with this Agreement, the “Transaction”) and the Investor’s obligations are expressly not conditioned on the purchase by any or all such other investors of the Shares that they have agreed to purchase from the Company. The Placement Agent shall have no rights in or to any of the funds, except in respect of the Company’s obligation to pay the Placement Agent’s fees and expenses. NO LATER THAN SEPTEMBER 21, 2009, THE INVESTOR SHALL DIRECT THE BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE SHARES ARE MAINTAINED TO SET UP A DEPOSIT/WITHDRAWAL AT CUSTODIAN (y“DWAC”) INSTRUCTING THE TRANSFER AGENT TO CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES ON THE CLOSING DATE. On the purchase price per share as Closing Date, assuming receipt by the Company of the Purchase Price for the Shares being purchased by the Investor, the Company shall deliver to Investor the Shares via the Depository Trust Company’s (“DTC”) Deposit or Withdrawal at Custodian system via the DTC instructions set forth on the signature page hereto, such Shares to be registered in such name or names as designated by the Investor on the signature page hereto. The Shares are being registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments), Registration No. 333-228750 (the “Registration Statement”). The Registration Statement will have been declared effective by the Securities shall be unlegended and Exchange Commission (the “Commission”) prior to issuance free of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts” up to $20,000,000. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable lawresale restrictions.