Common use of Telephone Number   Telephone Number Clause in Contracts

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 2009, on behalf of the Company. By:_________________________________ Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 2009, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”), is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units and its underlying securities in excess of $5,000,000. o You are a director or executive officer of the Company. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time of your subscription for and purchase of the Units. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units and whose subscription for and purchase of the Units is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the Units, your: Investment Objectives: p Aggressive Growth p Speculation Risk Tolerance: o Low Risk o Moderate Risk p High Risk Are you associated with a FINRA Member Firm? o Yes o No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the Units. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 2009, on behalf of the Company. By:: _________________________________ Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 2009, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”), is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units and its underlying securities in excess of $5,000,000. o You are a director or executive officer of the Company. KeyOn Communications, Inc. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time of your subscription for and purchase of the Units. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units and whose subscription for and purchase of the Units is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the Units, your: Investment Objectives: p x Aggressive Growth p x Speculation Risk Tolerance: o Low Risk o Moderate Risk p x High Risk Are you associated with a FINRA NASD Member Firm? o Yes o No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the Units. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser - 11 - VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 20092011, on behalf of the Company. By:_________________________________ Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 20092011, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”), is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units and its underlying securities in excess of $5,000,000. o You are a director or executive officer of the Company. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding residence) at the time of your subscription for and purchase of the Units. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units and whose subscription for and purchase of the Units is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the Units, your: Investment Objectives: p Aggressive Growth p Speculation Risk Tolerance: o Low Risk o Moderate Risk p High Risk Are you associated with a FINRA Member Firm? o Yes o No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the Units. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:[SIGNATURE PAGE FOR INVESTOR QUESTIONNAIRE]

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 20092014, on behalf of the Company. By:_________________________________ Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 20092014, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”)shares, is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units Shares is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units Shares and its underlying securities in excess of $5,000,000. o You are a director or executive officer of the Company. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding residence) at the time of your subscription for and purchase of the UnitsShares. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units Shares and whose subscription for and purchase of the Units Shares is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the UnitsShares, your: Investment Objectives: p Aggressive Growth p Speculation Risk Tolerance: o Low Risk o Moderate Risk p High Risk Are you associated with a FINRA Member Firm? o Yes o No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the UnitsShares. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:Purchaser

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 20092014, on behalf of the Company. By:_________________________________ Name: Title: [SIGNATURE PAGE FOR SUBSCRIPTION AGREEMENT] EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 20092014, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”)or preferred stock, is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units Securities is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units Securities and its underlying securities in excess of $5,000,000. o You are a director or executive officer of the Company. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding residence) at the time of your subscription for and purchase of the UnitsSecurities. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units Securities and whose subscription for and purchase of the Units Securities is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the UnitsSecurities, your: Investment Objectives: p Aggressive Growth p Speculation Risk Tolerance: o Low Risk o Moderate Risk p High Risk Are you associated with a FINRA Member Firm? o Yes o No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the UnitsSecurities. ___________________________________ Name of Purchaser [please print] ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Signature of Co-Purchaser ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) [SIGNATURE PAGE FOR INVESTOR QUESTIONNAIRE] Exhibit A Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock SEE ATTACHED EXHIBIT 3.01 Exhibit B ESCROW AGREEMENT THIS ESCROW AGREEMENT (this “Agreement”) is made as of August ___________________________________ Name , 2014, by and among DRONE AVIATION HOLDING CORP., a Nevada corporation (the “Company”), Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP, with an address at 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Escrow Agent”) and the Subscribers. Capitalized terms used but not defined herein shall have the meanings set forth in that certain form of CoSubscription Agreement, annexed hereto as Schedule I, as amended or supplemented from time-Purchaser [please print] ___________________________________ Signature of Coto-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with time, including all attachments, schedules and exhibits thereto (the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:“Subscription Agreement”).

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 20092013, on behalf of the Company. By:_________________________________ Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 20092013, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o [ ] You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”)Shares, is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units Shares is made solely by persons or entities that are accredited investors. o [ ] You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o [ ] You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units Shares and its underlying securities in excess of $5,000,000. o [ ] You are a director or executive officer of the Company. o [ ] You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding residence) at the time of your subscription for and purchase of the UnitsShares. o [ ] You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o [ ] You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units Shares and whose subscription for and purchase of the Units Shares is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o [ ] You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the UnitsShares, your: Investment Objectives: p [ ] Aggressive Growth p [ ] Speculation Risk Tolerance: o [ ] Low Risk o [ ] Moderate Risk p [ ] High Risk Are you associated with a FINRA Member Firm? o [ ] Yes o [ ] No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the UnitsShares. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser [SIGNATURE PAGE TO INVESTOR QUESTIONNAIRE AGREEMENT – ______________________________] VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 20092007, on behalf of the Company. By:: _________________________________ Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 20092007, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock of the Company (the “UnitsShares”), is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units Shares is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units Shares and its underlying securities in excess of $5,000,000. o You are a director or executive officer of the Company. Customer Acquisition Network, Inc. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time of your subscription for and purchase of the UnitsShares. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units Shares and whose subscription for and purchase of the Units Shares is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the UnitsShares, your: Investment Objectives: p x Aggressive Growth p x Speculation Risk Tolerance: o Low Risk o Moderate Risk p x High Risk Are you associated with a FINRA NASD Member Firm? o Yes o No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the UnitsShares. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 20092014, on behalf of the Company. By:_________________________________ Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 20092014, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”)or preferred stock, is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares Units is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units Securities is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units Securities and its underlying securities in excess of $5,000,000. o You are a director or executive officer of the Company. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding residence) at the time of your subscription for and purchase of the UnitsSecurities. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units Securities and whose subscription for and purchase of the Units Securities is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the UnitsSecurities, your: Investment Objectives: p Aggressive Growth p Speculation Risk Tolerance: o Low Risk o Moderate Risk p High Risk Are you associated with a FINRA Member Firm? o Yes o No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the UnitsSecurities. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser VERIFICATION [SIGNATURE PAGE FOR INVESTOR QUESTIONNAIRE] Exhibit A Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock CERTIFICATE OF INVESTMENT ADVISOR/BROKER I state DESIGNATIONS, PREFERENCES AND RIGHTS OF THE 0% SERIES A CONVERTIBLE PREFERRED STOCK OF MAJESCO ENTERTAINMENT COMPANY I, Xxxxx Xxxxxx, hereby certify that I am familiar with the financial affairs Chief Executive Officer of Majesco Entertainment Company (the “Company”), a corporation organized and investment objectives existing under the Delaware General Corporation Law (the “DGCL”), and further do hereby certify: That pursuant to the authority expressly conferred upon the Board of Directors of the investor named above and reasonably believe that Company (the “Board”) by the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), the Board on December 10, 2014 adopted the following resolutions creating a purchase series of the securities is a suitable investment for this investor and shares of Preferred Stock designated as 0% Series A Convertible Preferred Stock, none of which shares have been issued: RESOLVED, that the investorBoard designates the 0% Series A Convertible Preferred Stock and the number of shares constituting such series, either individually or together with his or her purchaser representativeand fixes the rights, understands powers, preferences, privileges and restrictions relating to such series in addition to any set forth in the terms Certificate of and is able to evaluate the merits of this offering. I acknowledgeIncorporation as follows:

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 20092016, on behalf of the Company. By:: _________________________________ Name: Xxxx Xxxx Title: Chief Executive Officer EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ (If Entity is a Corporation) _________________________________ Address ACCEPTED this ____ day of __________ 20092016, on behalf of the Company. By: _________________________________ Name: Xxxx Xxxx Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o ☐ You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”)or preferred stock, is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares Units is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units Securities is made solely by persons or entities that are accredited investors. o ☐ You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o ☐ You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units Securities and its underlying securities in excess of $5,000,000. o ☐ You are a director or executive officer of the Company. o ☐ You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding your primary residence) at the time of your subscription for and purchase of the UnitsSecurities. o ☐ You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o ☐ You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units Securities and whose subscription for and purchase of the Units Securities is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o ☐ You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the UnitsSecurities, your: Investment Objectives: p ☐ Aggressive Growth p ☐ Speculation Risk Tolerance: o ☐ Low Risk o ☐ Moderate Risk p ☐ High Risk Are you associated with a FINRA Member Firm? o ☐ Yes o ☐ No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the UnitsSecurities. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives [SIGNATURE PAGE FOR INVESTOR QUESTIONNAIRE] Exhibit 10.1 Exhibit A Form of the investor named above and reasonably believe that a purchase Warrant See attached. Exhibit B Wiring Instructions [to be provided] Exhibit C Registration Rights Agreement See Attached Exhibit D Form of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:Legal Opinion

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 20092010, on behalf of the Company. By:_________________________________ Name: Xxxxxx X. Xxxx Title: Chief Executive Officer EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 20092010, on behalf of the Company. By: _________________________________ Name: Xxxxxx X. Xxxx Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “UnitsShares”), is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units Shares is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units and its underlying securities Shares in excess of $5,000,000. o You are a director or executive officer of the Company. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (not including the value of your primary residence) at the time of your subscription for and purchase of the UnitsShares. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units Shares and whose subscription for and purchase of the Units Shares is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the UnitsShares, your: Investment Objectives: p Aggressive Growth p Speculation Risk Tolerance: o Low Risk o Moderate Risk p High Risk Are you associated with a FINRA Member Firm? o Yes o No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the UnitsShares. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 20092005, on behalf of the CompanyPubco. By:: _________________________________ Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: _______________________________________________________________ State of Principal Office: __________________________________________________________________________ Federal Taxpayer Identification Number: _____________________________________________________________ ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 20092005, on behalf of the CompanyPubco. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase units consisting of one (1) share of Series A Convertible Preferred Stock and a three-year detachable warrant to purchase shares of common stock and warrants to purchase common stock (the “Units”), is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares Units is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units and its underlying securities with total assets in excess of $5,000,000. o You are a director or executive officer of the CompanyVirtualScopics, LLC. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time of your subscription for and purchase of the Units. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units and Units, whose subscription for and purchase of the Units is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the Units, your: Investment Objectives: p Aggressive Growth p Speculation Risk Tolerance: o Low Risk o Moderate Risk p High Risk Are you associated with a FINRA Member Firm? o Yes o No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber undersigned hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the UnitsUnits of Pubco. _______________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ________________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:Purchaser

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 20092011, on behalf of the Company. By:_________________________________ Name: Axxxxx Xxxxxx Title: President and Chief Executive Officer EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 20092011, on behalf of the Company. By: _________________________________ Name: Axxxxx Xxxxxx Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”), is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units and its underlying securities in excess of $5,000,000. o You are a director or executive officer of the Company. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding residence) at the time of your subscription for and purchase of the Units. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units and whose subscription for and purchase of the Units is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the Units, your: Investment Objectives: p Aggressive Growth p Speculation Risk Tolerance: o Low Risk o Moderate Risk p High Risk Are you associated with a FINRA Member Firm? o Yes o No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the Units. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser [SIGNATURE PAGE TO INVESTOR QUESTIONAIRRE AGREEMENT – MEDL MOBILE HOLDINGS, INC.] VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 20092007, on behalf of the Company. By:: _________________________________ Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 20092007, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”), is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units and its underlying securities in excess of $5,000,000. o You are a director or executive officer of the Company. KeyOn Communications, Inc. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time of your subscription for and purchase of the Units. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units and whose subscription for and purchase of the Units is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the Units, your: Investment Objectives: p x Aggressive Growth p x Speculation Risk Tolerance: o Low Risk o Moderate Risk p x High Risk Are you associated with a FINRA NASD Member Firm? o Yes o No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the Units. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 20092008, on behalf of the Company. By:_________________________________ Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 20092008, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”), is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units and its underlying securities in excess of $5,000,000. o You are a director or executive officer of the Company. Options Acquisition Sub, Inc. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time of your subscription for and purchase of the Units. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units and whose subscription for and purchase of the Units is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the Units, your: Investment Objectives: p x Aggressive Growth p x Speculation Risk Tolerance: o Low Risk o Moderate Risk p x High Risk Are you associated with a FINRA Member Firm? o Yes o No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the Units. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 2009, on behalf of the Company. By:: _________________________________ Name: Title: KeyOn Subscription Agreement 0909 - 8 - EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 2009, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer KeyOn Subscription Agreement 0909 - 9 - INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”), is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units and its underlying securities in excess of $5,000,000. o You are a director or executive officer of the Company. KeyOn Communications, Inc. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time of your subscription for and purchase of the Units. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units and whose subscription for and purchase of the Units is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. KeyOn Subscription Agreement 0909 - 10 - Check all boxes below which correctly describe you. With respect to this investment in the Units, your: Investment Objectives: p x Aggressive Growth p x Speculation Risk Tolerance: o Low Risk o Moderate Risk p x High Risk Are you associated with a FINRA NASD Member Firm? o Yes o No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the Units. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser KeyOn Subscription Agreement 0909 - 11 - VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ___________________________-_____ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 20092015, on behalf of the Company. By:_________________________________ Name: Xxxxx Xxxxxx Title: Chief Executive Officer EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 20092015, on behalf of the Company. By: _________________________________ Name: Xxxxx Xxxxxx Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o [ ] You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”)or preferred stock, is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units Securities is made solely by persons or entities that are accredited investors. o [ ] You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o [ ] You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units Securities and its underlying securities in excess of $5,000,000. o [ ] You are a director or executive officer of the Company. o [ ] You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding residence) at the time of your subscription for and purchase of the UnitsSecurities. o [ ] You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o [ ] You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units Securities and whose subscription for and purchase of the Units Securities is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o [ ] You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the UnitsSecurities, your: Investment Objectives: p [ ] Aggressive Growth p [ ]  Speculation Risk Tolerance: o [ ] Low Risk o [ ] Moderate Risk p [ ] High Risk Are you associated with a FINRA Member Firm? o [ ] Yes o [ ] No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the UnitsSecurities. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with [SIGNATURE PAGE FOR INVESTOR QUESTIONNAIRE] Schedules Schedule 1(b) Purchase of Shares Sandor Capital Master Fund LP shall wire its subscription amount directly to the financial affairs Company. Schedule 4(g) Capitalization Preferred Stock – 20,000,000 shares authorized; $0.0001 par value Series A – 20,000 authorized and investment objectives -0- outstanding Series B – 30,000 authorized and 6,666 outstanding Series C – 4,000,000 authorized and 3,337,442 outstanding Series D – 5,000,000 authorized and 4,731,944 outstanding Series E – 8,746,000 authorized and 8,676,000 outstanding Common Stock – 200,000,000 authorized; $0.0001 par value, 17,275,379 issued and outstanding. Reg S Common stock; 3,913 authorized, issued and outstanding. Options – 2,850,000 fully vested options to purchase common stock, at an exercise price of $0.05. Warrants – 5,000 warrants to purchase common stock at an exercise price of $4.50. Schedule 4(n) Taxes The Company has not paid taxes for the year ending December 31, 2014. Schedule 5(f) Use of Proceeds $175,000 of the investor named above proceeds shall be deposited in an escrow account at Signature Bank, NA immediately after closing. The Company shall use these funds, at its sole discretion, to pay for public relations and reasonably believe that a purchase of expenses associated with publications, reports and communications with shareholders and others concerning the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:Company's business.

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 20092014, on behalf of the Company. By:_________________________________ Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address __ ___________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this [____ ] day of [__________ 2009] 2014, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”)Shares, is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units Shares is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units Shares and its underlying securities in excess of $5,000,000. o You are a director or executive officer of the Company. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding residence) at the time of your subscription for and purchase of the UnitsShares. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units Shares and whose subscription for and purchase of the Units Shares is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the UnitsShares, your: Investment Objectives: p Aggressive Growth p Speculation Risk Tolerance: o Low Risk o Moderate Risk p High Risk Are you associated with a FINRA Member Firm? o Yes o No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the UnitsShares. __ __________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) __ __________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser [SIGNATURE PAGE TO INVESTOR QUESTIONNAIRE AGREEMENT – ______________________________] VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 20092011, on behalf of the Company. By:_: ________________________________ Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 20092011, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”), is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units and its underlying securities in excess of $5,000,000. o You are a director or executive officer of the Company. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding residences) at the time of your subscription for and purchase of the Units. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units and whose subscription for and purchase of the Units is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes o You are a non-U.S. Person (a “Reg S Person”), and as such Reg S Person, you hereby represent that the representations contained in paragraphs (1) through (7) below which correctly describe you. With respect to this investment in the Units, your: Investment Objectives: p Aggressive Growth p Speculation Risk Tolerance: o Low Risk o Moderate Risk p High Risk Are you associated with a FINRA Member Firm? o Yes o No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the Units. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledgecorrect:

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 20092011, on behalf of the Company. By:_________________________________ Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 20092011, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “UnitsShares”), is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units Shares is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units Shares and its underlying securities in excess of $5,000,000. o You are a director or executive officer of the Company. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding residence) at the time of your subscription for and purchase of the UnitsShares. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units Shares and whose subscription for and purchase of the Units Shares is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the UnitsShares, your: Investment Objectives: p Aggressive Growth p Speculation Risk Tolerance: o Low Risk o Moderate Risk p High Risk Are you associated with a FINRA Member Firm? o Yes o No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the UnitsShares. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser [SIGNATURE PAGE TO INVESTOR QUESTIONAIRRE AGREEMENT – ______________________________] VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 20092013, on behalf of the Company. By:_________________________________ : Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 20092013, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o ¨ You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “UnitsShares”), is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units Shares is made solely by persons or entities that are accredited investors. o ¨ You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o ¨ You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units Shares and its underlying securities in excess of $5,000,000. o ¨ You are a director or executive officer of the Company. o ¨ You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding residence) at the time of your subscription for and purchase of the UnitsShares. o ¨ You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o ¨ You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units Shares and whose subscription for and purchase of the Units Shares is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o ¨ You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the UnitsShares, your: Investment Objectives: p ¨ Aggressive Growth p ¨ Speculation Risk Tolerance: o ¨ Low Risk o ¨ Moderate Risk p ¨ High Risk Are you associated with a FINRA Member Firm? o ¨ Yes o ¨ No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the UnitsShares. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser [SIGNATURE PAGE TO INVESTOR QUESTIONAIRRE AGREEMENT – ______________________________] VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 20092013, on behalf of the Company. By:_________________________________ Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 20092013, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”), is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units and its underlying securities in excess of $5,000,000. o You are a director or executive officer of the Company. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding residence) at the time of your subscription for and purchase of the Units. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units and whose subscription for and purchase of the Units is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the Units, your: Investment Objectives: p Aggressive Growth p Speculation Risk Tolerance: o Low Risk o Moderate Risk p High Risk Are you associated with a FINRA Member Firm? o Yes o No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the Units. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:[SIGNATURE PAGE FOR INVESTOR QUESTIONNAIRE]

Telephone Number   Telephone Number. Fax Number (if available) _________________________________ Fax Number (if available) _________________________________ E-Mail (if available) _________________________________ E-Mail (if available) __________________________________ (Signature) _________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 20092006, on behalf of the Company. By:: _________________________________ Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) ______________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: _______________________________________________________ State of Principal Office: __________________________________________________________________ Federal Taxpayer Identification Number: ______________________________________________________ ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 20092006, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o £ You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “UnitsShares”), is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units Shares is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units Shares and its underlying securities with total assets in excess of $5,000,000. o You are a director or executive officer of the Company. Avasoft, Inc. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time of your subscription for and purchase of the UnitsShares. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units and Shares, whose subscription for and purchase of the Units Shares is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in Shares of the UnitsCompany, your: Investment Objectives: p S Aggressive Growth p S Speculation Risk Tolerance: o S Low Risk o £ Moderate Risk p S High Risk Are you associated with a FINRA NASD Member Firm? o £ Yes o £ No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We have received a copy of the offering Memorandum. ____ ____ I/We have reviewed the risk sections of the offering documents. ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We meet the suitability standards listed in the offering Memorandum. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber undersigned hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased Shares of the UnitsCompany. ___________________________________________ Name of Purchaser [please print] ___________________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________________ Name of Signatory (Entities only) ___________________________________________ Title of Signatory (Entities only) ___________________________________________ Name of Co-Purchaser [please print] ___________________________________________ Signature of Co-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional PurchaserSubscriber) ACCEPTED this ___ day of on _________ 2009_____, 2016, on behalf of the Company. By:_________________________________ Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of on __________ 2009_______, 2016, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o [ ] You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “UnitsShares”), is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units Shares is made solely by persons or entities that are accredited investors. o [ ] You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o [ ] You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units Shares and its underlying securities in excess of $5,000,000. o [ ] You are a director or executive officer of the Company. o [ ] You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding residence) at the time of your subscription for and purchase of the UnitsShares. o [ ] You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o [ ] You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units Shares and whose subscription for and purchase of the Units Shares is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o [ ] You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the UnitsShares, your: Investment Objectives: p [ ] Aggressive Growth p [ ] Speculation Risk Tolerance: o [ ] Low Risk o [ ] Moderate Risk p [ ] High Risk Are you associated with a FINRA Member Firm? o [ ] Yes o [ ] No Your initials (purchaser Subscriber and co-purchaserSubscriber, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the UnitsShares. ___________________________________ Name of Purchaser Subscriber [please print] ___________________________________ Signature of Purchaser Subscriber (Entities please provide signature of PurchaserSubscriber’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser Co- Subscriber [please print] ___________________________________ Signature of CoCo- Subscriber [SIGNATURE PAGE FOR INVESTOR QUESTIONNAIRE] Exhibit A Series B Preferred Stock Certificate of Designation See Attached. Exhibit B Wire Instructions US Bank 000 Xxxxx Xxx Xxxxx Xxxxxxxx, XX 00000 Bullfrog Gold Corp. A/C#: 1036-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:8077-7713 ABA#: 000000000 SWIFT Code: XXXXXX00XXX Ref: XXXXXXXX GOLD CORP.

Telephone Number   Telephone Number. Fax Number (if available) Fax Number (if available) --------------------------------------- --------------------------------------- E-Mail (if available) E-Mail (if available) --------------------------------------- --------------------------------------- (Signature) (Signature of Additional Purchaser) ACCEPTED this ________________________ day of _________ Fax Number 2003, on behalf of Pubco. By: -------------------------------------------- Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (if availableCorporation, Partnership, Trust, Etc.) -------------------------------------------------------------------------------- Name of Entity (Please Print) Date of Incorporation or Organization:_________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature State of Additional Purchaser) ACCEPTED this ___ day of _________ 2009, on behalf of the Company. ByPrincipal Office:_________________________________ Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: :_________________________________________ -------------------------------------------- Office Address -------------------------------------------- City, State and Zip Code -------------------------------------------- Telephone Number -------------------------------------------- Fax Number (if available) -------------------------------------------- E-Mail (if available) By:___________________________________________________ Office Address Name: Title: ------------------------------------------------------- [seal] Attest:________________________________________________ City(If Entity is a Corporation) ACCEPTED this ___ day of _________ 2003, State on behalf of Pubco. By: -------------------------------------------- Name: Title: IRREVOCABLE STOCK POWER FOR VALUE RECEIVED, hereby sells, assigns and Zip Code transfer unto DOBI Medical Systems, Inc. or its successor and assigns, ( ) shares of common stock of _______________________________, a _____________ Telephone Number corporation, standing in the undersigned's name on the books of such corporation represented by Certificate(s) No. ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By, as attorney to transfer such stock on the books of such corporation with full power of substitution in the premises. Dated: _________________________________ , 2003 -------------------------------------------- Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 2009, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”), is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units and its underlying securities in excess of $5,000,000. o You are a director or executive officer of the Company. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time of your subscription for and purchase of the Units. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units and whose subscription for and purchase of the Units is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the Units, your: Investment Objectives: p Aggressive Growth p Speculation Risk Tolerance: o Low Risk o Moderate Risk p High Risk Are you associated with a FINRA Member Firm? o Yes o No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the Units. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 20092015, on behalf of the Company. By:_________________________________ Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 20092015 , on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”)or preferred stock, is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares Units is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units Securities is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units Securities and its underlying securities in excess of $5,000,000. o You are a director or executive officer of the Company. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding residence) at the time of your subscription for and purchase of the UnitsSecurities. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units Securities and whose subscription for and purchase of the Units Securities is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the UnitsSecurities, your: Investment Objectives: p Aggressive Growth p Speculation Risk Tolerance: o Low Risk o Moderate Risk p High Risk Are you associated with a FINRA Member Firm? o Yes o No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the UnitsSecurities. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser VERIFICATION [SIGNATURE PAGE FOR INVESTOR QUESTIONNAIRE] EXHIBIT A CERTIFICATE OF INVESTMENT ADVISOR/BROKER I state DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK See Attached. CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE 0% SERIES C CONVERTIBLE PREFERRED STOCK OF MAJESCO ENTERTAINMENT COMPANY I, Xxxxx Xxxxxx, hereby certify that I am familiar with the financial affairs Chief Executive Officer of Majesco Entertainment Company (the “Company”), a corporation organized and investment objectives existing under the Delaware General Corporation Law (the “DGCL”), and further do hereby certify: That pursuant to the authority expressly conferred upon the Board of Directors of the investor named above and reasonably believe that Company (the “Board”) by the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), the Board on April 23, 2015, adopted the following resolutions creating a purchase series of the securities is a suitable investment for this investor and shares of Preferred Stock designated as 0% Series C Convertible Preferred Stock, none of which shares have been issued: RESOLVED, that the investorBoard designates the 0% Series C Convertible Preferred Stock and the number of shares constituting such series, either individually or together with his or her purchaser representativeand fixes the rights, understands powers, preferences, privileges and restrictions relating to such series in addition to any set forth in the terms Certificate of and is able to evaluate the merits of this offering. I acknowledgeIncorporation as follows:

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional PurchaserSubscriber) ACCEPTED this ___ day of 201_________ 2009, on behalf of the Company. By:_________________________________ : Name: Xxxxxx Xxxxxx Title: President {JK00876051.1 }12 EXECUTION BY ANY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 2009201___, on behalf of the Company. By: _________________________________ Name: :Xxxxxx Xxxxxx Title: President and Chief Executive Officer INVESTOR {JK00876051.1 }13 SUBSCRIBER QUESTIONNAIRE Instructions- ALL SUBSCRIBERS MUST COMPLETE APPLICABLE PORTIONS INSTRUCTIONS: Check IF YOU ARE AN ACCREDITED INVESTOR, please check all boxes below which correctly describe you. o If you cannot check any of these boxes, complete the representations below regarding your qualification to invest in this Offering, as well as all other information required. [] You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “UnitsShares”), is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units Shares is made solely by persons or entities that are accredited investors. o [] You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o [] You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units Shares and its underlying securities in excess of $5,000,000. o [] You are a director or executive officer of the Company. o [] You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding your principal residence) at the time of your subscription for and purchase of the UnitsShares. o [] You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o [] You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units Shares and whose subscription for and purchase of the Units Shares is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o [] You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the UnitsIF YOU HAVE NOT CHECKED ONE OF THE BOXES ABOVE, your: Investment Objectives: p Aggressive Growth p Speculation Risk Tolerance: o Low Risk o Moderate Risk p High Risk Are you associated with a FINRA Member Firm? o Yes o No Your initials (purchaser and co-purchaser, if applicable) are required for each item belowYOUR INITIALS ARE REQUIRED BELOW: ____ ____ I/We understand represent that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able the purchase price, together with any other amounts previously used to evaluate the risks and merits of an investment purchase Shares in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control Offering, does not exceed 10% of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as greater of the date of its execution of the Subscription Agreement pursuant to which it purchased the Units. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of PurchaserSubscriber’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually annual income or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:net

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional PurchaserSubscriber) ACCEPTED this ___ day of 201_________ 2009, on behalf of the Company. By:_________________________________ : Name: Xxxxxx Xxxxxx Title: President {JK00876051.1 }12 EXECUTION BY ANY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 2009201___, on behalf of the Company. By: _________________________________ Name: :Xxxxxx Xxxxxx Title: President and Chief Executive Officer INVESTOR {JK00876051.1 }13 SUBSCRIBER QUESTIONNAIRE Instructions- ALL SUBSCRIBERS MUST COMPLETE APPLICABLE PORTIONS INSTRUCTIONS: Check IF YOU ARE AN ACCREDITED INVESTOR, please check all boxes below which correctly describe you. o If you cannot check any of these boxes, complete the representations below regarding your qualification to invest in this Offering, as well as all other information required. [] You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “UnitsShares”), is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units Shares is made solely by persons or entities that are accredited investors. o [] You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o [] You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units Shares and its underlying securities in excess of $5,000,000. o [] You are a director or executive officer of the Company. o [] You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding your principal residence) at the time of your subscription for and purchase of the UnitsShares. o [] You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o [] You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units Shares and whose subscription for and purchase of the Units Shares is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o [] You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the Units, your: Investment Objectives: p Aggressive Growth p Speculation Risk Tolerance: o Low Risk o Moderate Risk p High Risk Are you associated with a FINRA Member Firm? o Yes o No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the Units. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:

Telephone Number   Telephone Number. Fax Number (if available) Fax Number (if available) ______________________________________ Fax Number (if available) _____________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ -------------------------------------- ------------------------------------- (Signature) ________________________________ (Signature of Additional PurchaserSubscriber) ACCEPTED this ___ day of _________ 20092006, on behalf of the Company. Akeena Solar, Inc. By:_________________________________ : ------------------------------------ Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) ________________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: _________________________________________ State of Principal Office: _____________________________________________________ Federal Taxpayer Identification Number: ________________________________________ ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] By: ------------------------------------ Name: Attest: _________________________________ Title: (If Entity is a Corporation) *IF SUBSCRIBER IS A REGISTERED REPRESENTATIVE WITH AN NASD MEMBER FIRM, HAVE THE FOLLOWING ACKNOWLEDGEMENT SIGNED BY THE APPROPRIATE PARTY: The undersigned NASD member firm acknowledges receipt of the notice required by Rule 3050 of the NASD Conduct Rules ACCEPTED this ________________________ day of __________ _________________________________ Address ACCEPTED this ____ day of __________ 20092006, on behalf of the Company. Akeena Solar, Inc. Name of NASD Firm By: _________________________________ By: --------------------------------- ------------------------------------ Name: Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE InstructionsTitle: Check all boxes below which correctly describe you. o You are (i) a bank, as defined in Section 3(a)(2) Table of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”), is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units and its underlying securities in excess of $5,000,000. o You are a director or executive officer of the Company. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time of your subscription for and purchase of the Units. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units and whose subscription for and purchase of the Units is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the Units, your: Investment Objectives: p Aggressive Growth p Speculation Risk Tolerance: o Low Risk o Moderate Risk p High Risk Are you associated with a FINRA Member Firm? o Yes o No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the Units. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:Contents

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 20092011, on behalf of the Company. By:_________________________________ Name: Xxxxx Xxxxxx Title: Chief Executive Officer EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 2009, 2011, on behalf of the Company. By: _________________________________ Name: Xxxxx Xxxxxx Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”)stock, is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units Shares of Common Stock is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units Shares of Common Stock and its underlying securities in excess of $5,000,000. o You are a director or executive officer of the Company. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time (exclusive of residence) of your subscription for and purchase of the UnitsShares of Common Stock. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units Shares of Common Stock and whose subscription for and purchase of the Units Shares of Common Stock is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes o You are a non-U.S. Person (a “Reg S Person”), and as such Reg S Person, you hereby represent that the representations contained in paragraphs (1) through (7) below which correctly describe you. With respect to this investment in the Units, your: Investment Objectives: p Aggressive Growth p Speculation Risk Tolerance: o Low Risk o Moderate Risk p High Risk Are you associated with a FINRA Member Firm? o Yes o No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the Units. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledgecorrect:

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional PurchaserSubscriber) ACCEPTED this ___ day of _________ 20092012, on behalf of the Company. By:_________________________________ Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 20092012, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”), is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units and its underlying securities in excess of $5,000,000. o You are a director or executive officer of the Company. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding residence) at the time of your subscription for and purchase of the Units. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units and whose subscription for and purchase of the Units is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the Units, your: Investment Objectives: p Aggressive Growth p Speculation Risk Tolerance: o Low Risk o Moderate Risk p High Risk Are you associated with a FINRA Member Firm? o Yes o No Your initials (purchaser Subscriber and co-purchaserSubscriber, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the Units. ___________________________________ Name of Purchaser Subscriber [please print] ___________________________________ Signature of Purchaser Subscriber (Entities please provide signature of PurchaserSubscriber’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser Co- Subscriber [please print] ___________________________________ Signature of CoCo- Subscriber [SIGNATURE PAGE FOR INVESTOR QUESTIONNAIRE] Exhibit A Series B Preferred Stock Certificate of Designation See Attached. Exhibit B Form of Warrant See Attached. Exhibit C Wire Instructions Citibank 600 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 A/C of Sichenzia Rxxx Xxxxxxxx Xxxxxxx LLP A/C#: 92883436 ABA#: 000000000 SWIFT Code: CXXXXX00 Ref: BXXXXXXX GOLD CORP. Exhibit D Escrow Agreement See Attached. ESCROW AGREEMENT THIS ESCROW AGREEMENT (this “Agreement”) is made as of ___ __, 2012, by and among BULLFROG GOLD CORP., a Delaware corporation, with an address at 800 Xxxxx Xxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxxxx 00000 (“Bullfrog”), and Sichenzia Rxxx Xxxxxxxx Xxxxxxx LLP, with an address at 60 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in that certain form of Subscription Agreement, annexed hereto as Schedule I, as amended or supplemented from time-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with to-time, including all attachments, schedules and exhibits thereto (the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:“Subscription Agreement”).

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ /s/ Sxxxxxx X. Xxxxxxxx (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ 16 day of _________ 2009June 2008, on behalf of the Company. By:_________________________________ : /s/ Mxxxxxx X. Xxxxxxx Name: Mxxxxxx X. Xxxxxxx Title: Chief Executive Officer EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 20092008, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”), is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares Units is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units and its underlying securities and with total assets in excess of $5,000,000. o You are a director or executive officer of the Company. Customer Acquisition Network Holdings, Inc. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time of your subscription for and purchase of the Units. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units and its underlying securities, whose subscription for and purchase of the Units is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the UnitsUnits and its underlying securities, your: Investment Objectives: p x Aggressive Growth p x Speculation Risk Tolerance: o Low Risk o Moderate Risk p x High Risk Are you associated with a FINRA NASD Member Firm? o Yes o No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the Units. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 20092017, on behalf of the Company. By:_________________________________ : Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 20092017, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer EXHIBIT A CONFIDENTIAL INVESTOR QUESTIONNAIRE FOR “ACCREDITED INVESTORS” Instructions: Check all boxes below which correctly describe you. o [ ] You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”)Shares, is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units Securities is made solely by persons or entities that are accredited investors. o [ ] You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o [ ] You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units Securities and its underlying securities in excess of $5,000,000. o [ ] You are a director or executive officer of the Company. o [ ] You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding residence) at the time of your subscription for and purchase of the UnitsSecurities. o [ ] You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o [ ] You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units Securities and whose subscription for and purchase of the Units Securities is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o [ ] You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the UnitsSecurities, your: Investment Objectives: p [ ] Aggressive Growth p [ ] Speculation Risk Tolerance: o [ ] Low Risk o [ ] Moderate Risk p [ ] High Risk Are you associated with a FINRA Member Firm? o [ ] Yes o [ ] No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the UnitsSecurities. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs [SIGNATURE PAGE FOR INVESTOR QUESTIONNAIRE] EXHIBIT B CONFIDENTIAL INVESTOR QUESTIONNAIRE FOR NON-U.S. PERSONS The Subscriber represents and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledgewarrants as follows:

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 20092013, on behalf of the Company. By:_________________________________ Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ___________-_________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) ___________ _______________________ _________________________________ Address ACCEPTED this ____ day of __________ 20092013, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “UnitsShares”), is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units Shares is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units Shares and its underlying securities in excess of $5,000,000. o You are a director or executive officer of the Company. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding residence) at the time of your subscription for and purchase of the UnitsShares. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units Shares and whose subscription for and purchase of the Units Shares is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the UnitsShares, your: Investment Objectives: p [ ] Aggressive Growth p [ ] Speculation Risk Tolerance: o [ ] Low Risk o [ ] Moderate Risk p [ ] High Risk Are you associated with a FINRA Member Firm? o [ ] Yes o [ ] No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the UnitsShares. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser [SIGNATURE PAGE TO INVESTOR QUESTIONAIRRE AGREEMENT – ______________________________] VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 20092012, on behalf of the Company. By:_________________________________ Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 20092012, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “UnitsShares”), is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units Shares is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units Shares and its underlying securities in excess of $5,000,000. o You are a director or executive officer of the Company. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding residence) at the time of your subscription for and purchase of the UnitsShares. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units Shares and whose subscription for and purchase of the Units Shares is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the UnitsShares, your: Investment Objectives: p Aggressive Growth p Speculation Risk Tolerance: o Low Risk o Moderate Risk p High Risk Are you associated with a FINRA Member Firm? o Yes o No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the UnitsShares. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser [SIGNATURE PAGE TO INVESTOR QUESTIONAIRRE AGREEMENT – ______________________________] VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 20092015, on behalf of the Company. By:_________________________________ : Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 20092015 , on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o ¨ You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”)or preferred stock, is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares Units is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units Securities is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units Securities and its underlying securities in excess of $5,000,000. o You are a director or executive officer of the Company. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding residence) at the time of your subscription for and purchase of the UnitsSecurities. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units Securities and whose subscription for and purchase of the Units Securities is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the UnitsSecurities, your: Investment Objectives: p ¨ Aggressive Growth p ¨ Speculation Risk Tolerance: o ¨ Low Risk o ¨ Moderate Risk p ¨ High Risk Are you associated with a FINRA Member Firm? o ¨ Yes o ¨ No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the UnitsSecurities. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser VERIFICATION [SIGNATURE PAGE FOR INVESTOR QUESTIONNAIRE] EXHIBIT A FORM OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives WARRANT See attached. EXHIBIT B WIRE INSTRUCTIONS Bank of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investorAmerica ABA# 026 009593 MGT Capital Investments, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:Inc. Account# 4830 5243 1914 EXHIBIT C FORM OF VOTING AGREEMENT See attached.

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 20092011, on behalf of the Company. By:_________________________________ Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 20092011, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”), is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units and its underlying securities in excess of $5,000,000. o You are a director or executive officer of the Company. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding residence) at the time of your subscription for and purchase of the Units. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units and whose subscription for and purchase of the Units is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the Units, your: Investment Objectives: p Aggressive Growth p Speculation Risk Tolerance: o Low Risk o Moderate Risk p High Risk Are you associated with a FINRA Member Firm? o Yes o No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the Units. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar [SIGNATURE PAGE FOR INVESTOR QUESTIONNAIRE] Exhibit A Series A Preferred Stock Certificate of Designation See Exhibit No 10.4 on Form 8K filed with the financial affairs SEC on October 6, 2011 Exhibit B Form of Warrant See Exhibit No 10.3 on Form 8K filed with the SEC on October 6, 2011 Exhibit C Wire Instructions Citibank 600 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 A/C of Sichenzia Rxxx Xxxxxxxx Xxxxxxx LLP A/C#: 92883436 ABA#: 000000000 SWIFT Code: CXXXXX00 Ref: BXXXXXXX GOLD CORP. Exhibit D ESCROW AGREEMENT THIS ESCROW AGREEMENT (this “Agreement”) is made as of ___ __, 2011, by and investment objectives among BULLFROG GOLD CORP., a Nevada corporation, with an address at _______ (“Bullfrog”), and Sichenzia Rxxx Xxxxxxxx Xxxxxxx LLP, with an address at 60 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in that certain form of Subscription Agreement, annexed hereto as Schedule I, as amended or supplemented from time-to-time, including all attachments, schedules and exhibits thereto (the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:“Subscription Agreement”).

Telephone Number   Telephone Number. Fax Number (if available) _________________________________ Fax Number (if available) _________________________________ E-Mail (if available) _________________________________ E-Mail (if available) __________________________________ (Signature) _________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 2009, on behalf of the Company. By:: _________________________________ Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 2009, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”), is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units and its underlying securities in excess of $5,000,000. o You are a director or executive officer of the Company. KeyOn Communications, Inc. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time of your subscription for and purchase of the Units. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units and whose subscription for and purchase of the Units is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the Units, your: Investment Objectives: p x Aggressive Growth p x Speculation Risk Tolerance: o Low Risk o Moderate Risk p x High Risk Are you associated with a FINRA NASD Member Firm? o Yes o No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the Units. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 20092014, on behalf of the Company. By:_________________________________ Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 20092014, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”)or preferred stock, is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares Units is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units Securities is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units Securities and its underlying securities in excess of $5,000,000. o You are a director or executive officer of the Company. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding residence) at the time of your subscription for and purchase of the UnitsSecurities. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units Securities and whose subscription for and purchase of the Units Securities is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the UnitsSecurities, your: Investment Objectives: p o Aggressive Growth p o Speculation Risk Tolerance: o Low Risk o Moderate Risk p o High Risk Are you associated with a FINRA Member Firm? o Yes o No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the UnitsSecurities. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:[SIGNATURE PAGE FOR INVESTOR QUESTIONNAIRE]

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 20092010, on behalf of the Company. By:_________________________________ Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 20092010, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”), is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units theUnits is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units and its underlying securities in excess of $5,000,000. o You are a director or executive officer of the Company. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding residences) at the time of your subscription for and purchase of the Units. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units and whose subscription for and purchase of the Units is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes o You are a non-U.S. Person(a “Reg S Person”), and as such Reg S Person, you hereby represent that the representations contained in paragraphs (1) through (7) below which correctly describe you. With respect to this investment in the Units, your: Investment Objectives: p Aggressive Growth p Speculation Risk Tolerance: o Low Risk o Moderate Risk p High Risk Are you associated with a FINRA Member Firm? o Yes o No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the Units. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledgecorrect:

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 20092007, on behalf of the Company. By:: _________________________________ Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 20092007, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”), is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares Units is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units and its underlying securities with total assets in excess of $5,000,000. o You are a director or executive officer of the Company. Surfect Holdings, Inc. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time of your subscription for and purchase of the Units. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units and Units, whose subscription for and purchase of the Units is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in Units of the UnitsCompany, your: Investment Objectives: p x Aggressive Growth p x Speculation Risk Tolerance: o Low Risk o Moderate Risk p x High Risk Are you associated with a FINRA NASD Member Firm? o Yes o No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased Units of the UnitsCompany. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ Xxxx@xxxxxxx.xxx E-Mail E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ /s/ Xxxxx X. Xxxx Xx. (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ 1st day of _________ 2009June, 2018, on behalf of the Company. By:_________________________________ Name: Title: /s/ Xxxxx Xxxxxx Chief Operating Officer EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporatione.g., Partnershipcorporation, partnership, LLC, Trusttrust, Etcetc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: ___________________________ State of Principal Office: _______________________________________ Federal Taxpayer Identification Number: _________________________ ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this _______ day of _______________ 20092018, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Operating Officer Appendix A INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are ☐ I am a (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”)Shares, is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units Shares is made solely by persons or entities that are accredited investors. o You are ☐ I am a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are ☐ I am an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units Shares and its underlying securities with total assets in excess of $5,000,000. o You are ☒ I am a director or executive officer of the Company. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time of your subscription for and purchase of the Units. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units and whose subscription for and purchase of the Units is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the Units, your: Investment Objectives: p Aggressive Growth p Speculation Risk Tolerance: o Low Risk o Moderate Risk p High Risk Are you associated with a FINRA Member Firm? o Yes o No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the Units. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 20092015, on behalf of the Company. By:_________________________________ Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 20092015 , on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”)or preferred stock, is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares Units is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units Securities is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units Securities and its underlying securities in excess of $5,000,000. o You are a director or executive officer of the Company. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding residence) at the time of your subscription for and purchase of the UnitsSecurities. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units Securities and whose subscription for and purchase of the Units Securities is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the UnitsSecurities, your: Investment Objectives: p Aggressive Growth p Speculation Risk Tolerance: o Low Risk o Moderate Risk p High Risk Are you associated with a FINRA Member Firm? o Yes o No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the UnitsSecurities. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:[SIGNATURE PAGE FOR INVESTOR QUESTIONNAIRE]

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 20092014, on behalf of the Company. By:_________________________________ Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 20092014, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”)or preferred stock, is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares Units is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units Securities is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units Securities and its underlying securities in excess of $5,000,000. o You are a director or executive officer of the Company. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding residence) at the time of your subscription for and purchase of the UnitsSecurities. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units Securities and whose subscription for and purchase of the Units Securities is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the UnitsSecurities, your: Investment Objectives: p Aggressive Growth p Speculation Risk Tolerance: o Low Risk o Moderate Risk p High Risk Are you associated with a FINRA Member Firm? o Yes o No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the UnitsSecurities. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:[SIGNATURE PAGE FOR INVESTOR QUESTIONNAIRE]

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 20092015, on behalf of the Company. By:_________________________________ Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 20092015, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”)or preferred stock, is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares Units is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units Securities is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units Securities and its underlying securities in excess of $5,000,000. o You are a director or executive officer of the Company. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding residence) at the time of your subscription for and purchase of the UnitsSecurities. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units Securities and whose subscription for and purchase of the Units Securities is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the UnitsSecurities, your: Investment Objectives: p o Aggressive Growth p o Speculation Risk Tolerance: o Low Risk o Moderate Risk p o High Risk Are you associated with a FINRA Member Firm? o Yes o No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the UnitsSecurities. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:[SIGNATURE PAGE FOR INVESTOR QUESTIONNAIRE]

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 20092015, on behalf of the Company. By:: _________________________________ Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 20092015, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”)or preferred stock, is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units Securities is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units Securities and its underlying securities in excess of $5,000,000. o You are a director or executive officer of the Company. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding residence) at the time of your subscription for and purchase of the UnitsSecurities. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units Securities and whose subscription for and purchase of the Units Securities is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the UnitsSecurities, your: Investment Objectives: p ☐ Aggressive Growth p ☐ Speculation Risk Tolerance: o ☐ Low Risk o ☐ Moderate Risk p ☐ High Risk Are you associated with a FINRA Member Firm? o Yes o No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the UnitsSecurities. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:[SIGNATURE PAGE FOR INVESTOR QUESTIONNAIRE]

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional PurchaserSubscriber) ACCEPTED this ___ day of _________ 2009October 2012, on behalf of the Company. By:_________________________________ : Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) ___________________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 2009October 2012, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”), is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares Securities is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units and its underlying securities in excess of $5,000,000. o You are a director or executive officer of the Company. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding residence) at the time of your subscription for and purchase of the Units. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units and whose subscription for and purchase of the Units is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the Units, your: Investment Objectives: p Aggressive Growth p Speculation Risk Tolerance: o Low Risk o Moderate Risk p High Risk Are you associated with a FINRA Member Firm? o Yes o No Your initials (purchaser Subscriber and co-purchaserSubscriber, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the Units. ___________________________________ Name of Purchaser Subscriber [please print] ___________________________________ Name of Co- Subscriber [please print] Signature of Purchaser Subscriber (Entities please Signature of Co- Subscriber provide signature of PurchaserSubscriber’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name [SIGNATURE PAGE FOR INVESTOR QUESTIONNAIRE] SRZ Comments: 10/21/2012 Exhibit A Series A Convertible Preferred Stock Certificate of Co-Purchaser [please print] ___________________________________ Signature Designation See Attached. SRZ Comments: 10/21/2012 Exhibit B Form of Co-Purchaser VERIFICATION OF INVESTMENT ADVISORWarrant See Attached. SRZ Comments: 10/21/2012 Exhibit C Wire Instructions Citibank 600 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 A/BROKER I state that I am familiar with the financial affairs and investment objectives C of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offeringSichenzia Rxxx Xxxxxxxx Xxxxxxx LLP A/C#: 92883436 ABA#: 000000000 SWIFT Code: CXXXXX00 Ref: MGT CAPITAL INVESTMENTS INC. I acknowledge:Exhibit D Escrow Agreement See Attached. SRZ Comments: 10/21/2012 Exhibit E Registration Rights Agreement See Attached.

Telephone Number   Telephone Number. Fax Number (if available) _________________________________ Fax Number (if available) _________________________________ E-Mail (if available) _________________________________ E-Mail (if available) __________________________________ (Signature) _________________________________ (Signature of Additional PurchaserSubscriber) ACCEPTED this ___ 30th day of _________ 2009ofNovember 2013, on behalf of the Company. By:_________________________________ Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ 30th day of __________ 2009ofNovember, 2013, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “UnitsShares”), is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units Shares is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units Shares and its underlying securities in excess of $5,000,000. o You are a director or executive officer of the Company. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding your principal residence) at the time of your subscription for and purchase of the UnitsShares. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units Shares and whose subscription for and purchase of the Units Shares is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the UnitsShares, your: Investment Objectives: p Aggressive oAggressive Growth p Speculation oSpeculation Risk Tolerance: o Low oLow Risk o Moderate oModerate Risk p High oHigh Risk Are you associated with a FINRA Member Firm? o Yes o No oYes oNo Your initials (purchaser Subscriber and co-purchaserSubscriber, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the UnitsShares. ___________________________________ Name of Purchaser Subscriber [please print] ___________________________________ Signature of Purchaser Subscriber (Entities please provide signature of PurchaserSubscriber’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser Co- Subscriber [please print] ___________________________________ Signature of Co-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:Co- Subscriber [SIGNATURE PAGE FOR INVESTOR QUESTIONNAIRE] Exhibit A Wire Instructions Exhibit B

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ ----------------------------------- ----------------------------------- E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ ----------------------------------- ----------------------------------- (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 20092005, on behalf of the CompanyPubco. By:_: ________________________________ Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) By: ________________________________ Name: Title: C-11 EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY ------------------------------------------ (Corporation, Partnership, Trust, Etc.) -------------------------------------------------------------------------------- Name of Entity (Please Print) Date of Incorporation or Organization:__________________________________________ State of Principal Office:______________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: :_________________________________________ ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] _________________________________ Attest: :__________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 20092005, on behalf of the CompanyPubco. By: __:_______________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE InstructionsINSTRUCTIONS: Check all boxes below which correctly describe youCHECK ALL BOXES BELOW WHICH CORRECTLY DESCRIBE YOU. o |_| You are (iI) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”"SECURITIES ACT"), (iiII) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iiiIII) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”"EXCHANGE ACT"), (ivIV) an insurance company as defined in Section 2(13) of the Securities Act, (vV) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”"INVESTMENT COMPANY ACT"), (viVI) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (viiVII) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viiiVIII) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ixIX) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”") and (1) the decision that you shall subscribe for and purchase units consisting of one (1) share of Series A Convertible Preferred Stock and a three-year detachable warrant to purchase shares of common stock and warrants to purchase common stock (the “"Units”"), is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares Units is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation "REGULATION D”") or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units is made solely by persons or entities that are accredited investors. o |_| You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o |_| You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”"CODE"), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units and its underlying securities with total assets in excess of $5,000,000. o |_| You are a director or executive officer of the Company. o You are a natural person whose individual net worthGlobalOptions Group, or joint net worth with your spouse, exceeds $1,000,000 at the time of your subscription for and purchase of the Units. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units and whose subscription for and purchase of the Units is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the Units, your: Investment Objectives: p Aggressive Growth p Speculation Risk Tolerance: o Low Risk o Moderate Risk p High Risk Are you associated with a FINRA Member Firm? o Yes o No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the Units. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:Inc.

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 20092008, on behalf of the Company. By:: _________________________________ Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: _______________________________________________________________________________________________________________ State of Principal Office: __________________________________________________________________________________________________________________________ Federal Taxpayer Identification Number: _______________________________________________________________________________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ (If Entity is a Corporation) _________________________________ Address ACCEPTED this ____ day of __________ 20092008, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”)Securities, is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares Securities is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units Securities is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units Securities and its underlying securities with total assets in excess of $5,000,000. o You are a director or executive officer of the Company. Reprints Desk, Inc. or Derycz Scientific, Inc. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time of your subscription for and purchase of the UnitsSecurities. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units and Securities, whose subscription for and purchase of the Units Securities is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in Securities of the UnitsCompany, your: Investment Objectives: p x Aggressive Growth p x Speculation Risk Tolerance: o ¨ Low Risk o ¨ Moderate Risk p x High Risk Are you associated with a FINRA NASD Member Firm? o Yes o No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber undersigned hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased Securities of the UnitsCompany. _______________________________ _______________________________ Name of Purchaser [please print] Name of Co-Purchaser [please print] _______________________________ _______________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ____Signature of Co-Purchaser _______________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:)

Telephone Number   Telephone Number. Fax Number (if available) _________________________________ Fax Number (if available) _________________________________ E-Mail (if available) _________________________________ E-Mail (if available) __________________________________ (Signature) _________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 20092012, on behalf of the Company. By:: _________________________________ Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 20092012, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “UnitsShares”), is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units Shares is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units Shares and its underlying securities in excess of $5,000,000. o You are a director or executive officer of the Company. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding residence) at the time of your subscription for and purchase of the UnitsShares. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units Shares and whose subscription for and purchase of the Units Shares is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the UnitsShares, your: Investment Objectives: p Aggressive Growth p Speculation Risk Tolerance: o Low Risk o Moderate Risk p High Risk Are you associated with a FINRA Member Firm? o Yes o No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the UnitsShares. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser [SIGNATURE PAGE TO INVESTOR QUESTIONAIRRE AGREEMENT – ______________________________] VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional PurchaserSubscriber) ACCEPTED this ___ day of _________ 20092016, on behalf of the Company. By:: _________________________________ Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 20092016, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o ☐ You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares Units of common stock and warrants to purchase common stock Common Stock (the “Units”), is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares Units is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units is made solely by persons or entities that are accredited investors. o ☐ You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o ☐ You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units and its underlying securities in excess of $5,000,000. o ☐ You are a director or executive officer of the Company. o ☐ You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding your principal residence) at the time of your subscription for and purchase of the Units. o ☐ You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o ☐ You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units and whose subscription for and purchase of the Units is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o ☐ You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the Units, your: Investment Objectives: p Aggressive Growth p Speculation Risk Tolerance: o ☐ Low Risk o ☐ Moderate Risk p High Risk Are you associated with a FINRA Member Firm? o ☐ Yes o ☐ No Your initials (purchaser Subscriber and co-purchaserSubscriber, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the Units. ___________________________________ Name of Purchaser Subscriber [please print] ___________________________________ Signature of Purchaser Subscriber (Entities please provide signature of PurchaserSubscriber’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser Co- Subscriber [please print] ___________________________________ Signature of CoCo- Subscriber [SIGNATURE PAGE FOR INVESTOR QUESTIONNAIRE] Exhibit A Wire Instructions ROYALE ENERGY, INC. 3000 Xxxxxx Xxxx Xxxxx El Cajon, CA 92019 (000) 000-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor0000 Banner Bank 700 Xxxxxxxx Xxxxxxx El Cajon, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:CA 92020 Routing # 100-000-000 Checking Account # 13700600752

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 20092014, on behalf of the Company. By:_________________________________ Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 20092014, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”)or preferred stock, is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares Units is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units Securities is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units Securities and its underlying securities in excess of $5,000,000. o You are a director or executive officer of the Company. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 (excluding residence) at the time of your subscription for and purchase of the UnitsSecurities. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units Securities and whose subscription for and purchase of the Units Securities is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the UnitsSecurities, your: Investment Objectives: p Aggressive Growth p Speculation Risk Tolerance: o Low Risk o Moderate Risk p High Risk Are you associated with a FINRA Member Firm? o Yes o No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the UnitsSecurities. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:Purchaser

Telephone Number   Telephone Number. Fax Number (if available) ________________________________ Fax Number (if available) _________________________________ E-Mail (if available) ________________________________ E-Mail (if available) __________________________________ (Signature) ________________________________ (Signature of Additional Purchaser) ACCEPTED this ___ day of _________ 2009, on behalf of the Company. By:_________________________________ Name: Title: EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Name Title: [seal] Attest: _________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 2009, on behalf of the Company. By: _________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o [ ] You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock (the “Shares”) and warrants to purchase shares of common stock (the “UnitsWarrants”, and, together with the Shares, the “Securities”), is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares Securities is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units Securities is made solely by persons or entities that are accredited investors. o [ ] You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o [ ] You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units Securities and its underlying securities in excess of $5,000,000. o [ ] You are a director or executive officer of the Company. o [ ] You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time of your subscription for and purchase of the UnitsSecurities (excluding principal residence). o [ ] You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o [ ] You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units Securities and whose subscription for and purchase of the Units Securities is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o [ ] You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the UnitsSecurities, your: Investment Objectives: p [ ] Aggressive Growth p [ ] Speculation Risk Tolerance: o [ ] Low Risk o [ ] Moderate Risk p [ ] High Risk Are you associated with a FINRA Member Firm? o [ ] Yes o [ ] No Your initials (purchaser and co-purchaser, if applicable) are required for each item below: ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the Units. ___________________________________ Name of Purchaser [please print] ___________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) ___________________________________ Name of Signatory (Entities only) ___________________________________ Title of Signatory (Entities only) ___________________________________ Name of Co-Purchaser [please print] ___________________________________ Signature of Co-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:)

Telephone Number   Telephone Number. Fax Number (if available) __________________________________ Fax Number (if available) __________________________________ E-Mail (if available) __________________________________ E-Mail (if available) __________________________________ (Signature) __________________________________ (Signature of Additional PurchaserSubscriber) *If Subscriber is a Registered Representative with a FINRA member firm, have the following acknowledgement signed by the appropriate party: The undersigned FINRA member firm acknowledges receipt of the notice required by Rule 3050 of the FINRA Conduct Rules __________________________________ Name of FINRA Firm ACCEPTED this ____ day of __________ 20092016, on behalf of the Company. Evolutionary Genomics, Inc. By:: __________________________________ Name: Title: By: __________________________________ Name: Xxxxx X. Xxxxxxxx Title: CEO EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY (Corporation, Partnership, LLC, Trust, Etc.) _____________________________________________________________________________ Name of Entity (Please Print) Date of Incorporation or Organization: State of Principal Office: Federal Taxpayer Identification Number: _________________________________________________ ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available) By: _________________________________ Name: Title: [seal] Attest: __________________________________ (If Entity is a Corporation) _________________________________ _________________________________ Address ACCEPTED this ____ day of __________ 2009, on behalf of the Company. By: __________________________________ Name: Title: President and Chief Executive Officer INVESTOR QUESTIONNAIRE Instructions: Check all boxes below which correctly describe you. o You are (i) *If Subscriber is a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”), is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units is made solely by persons or entities that are accredited investors. o You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. o You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units and its underlying securities in excess of $5,000,000. o You are a director or executive officer of the Company. o You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time of your subscription for and purchase of the Units. o You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. o You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units and whose subscription for and purchase of the Units is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. o You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Check all boxes below which correctly describe you. With respect to this investment in the Units, your: Investment Objectives: p Aggressive Growth p Speculation Risk Tolerance: o Low Risk o Moderate Risk p High Risk Are you associated Registered Representative with a FINRA Member Firm? o Yes o No Your initials (purchaser and co-purchasermember firm, if applicable) are have the following acknowledgement signed by the appropriate party: The undersigned FINRA member firm acknowledges receipt of the notice required for each item below: by Rule 3050 of the FINRA Conduct Rules ____ ____ I/We understand that this investment is not guaranteed. ____ ____ I/We are aware that this investment is not liquid. ____ ____ I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering. ____ ____ I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification. Success or failure of private placements such as this is dependent on the corporate issuer of these securities and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.) The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the Units. ___________________________________ Name of Purchaser [please print] FINRA Firm ACCEPTED this ____ day of __________ 2016, on behalf of Evolutionary Genomics, Inc. By: __________________________________ Signature of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.) _Name: Title: By: __________________________________ Name Name: Xxxxx X. Xxxxxxxx Title: CEO Exhibit A Certificate of Signatory (Entities only) ___________________________________ Title Designations, Rights and Preferences of Signatory (Entities only) ___________________________________ Name of Co-Purchaser Series A-1 Preferred Stock [please print] ___________________________________ Signature of Co-Purchaser VERIFICATION OF INVESTMENT ADVISOR/BROKER I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this offering. I acknowledge:See attached]