STOCK DISTRIBUTION AND RELEASE AGREEMENT

STOCK DISTRIBUTION AND RELEASE AGREEMENT

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Exhibit 99.1

EXECUTION COPY

STOCK DISTRIBUTION AND RELEASE AGREEMENT

This Stock Distribution and Release Agreement (this “Agreement”), dated as of June 30, 2010, is by and among IMEDICOR, INC., a Nevada corporation formerly known as Vemics, Inc. (the “Company”), and XXXXX X. XXXXXXX, XXXXXX X. XXXX, XXXXXX X. XXXX and X. XXXXX ANDREAS (each, an “Investor” and collectively, the “Investors”). The Company and the Investors are sometimes referred to herein each as a “Party” and collectively as the “Parties.”

WHEREAS, the Company and Ravine Valley Partners, LLC, an Illinois limited liability company (“Ravine”), entered into a Subscription Agreement, dated July 29, 2008, a copy of which is attached as Exhibit A hereto (the “Subscription Agreement”), pursuant to which Ravine purchased 13,333,333 shares of the Company’s common stock of the Company, par value $0.001 per share (“Common Stock”), at a purchase price of $0.12 per share, or an aggregate purchase price of $1,600,000.00 (the “Ravine Shares”).

WHEREAS, on the date of the Subscription Agreement, the closing price per share of the Ravine Shares as reported by the OTCMarkets Pink Sheets was $0.04 and, therefore, the aggregate value of the Ravine Shares on such date was $533,333.32.

WHEREAS, on the date immediately preceding the date of this Agreement, the closing price per share of the Shares (as defined in Section 1 of this Agreement) as reported by the OTC Bulletin Board was $0.053 and the aggregate value of the Shares on such date was $530,000.

WHEREAS, as of June 30, 2009 (the date of dissolution of Ravine), the Investors owned one hundred percent (100%) of the membership interests of Ravine as follows:


	Membership Interest
Investor	in Ravine
Xxxxx X. Xxxxxxx		53.125	%
Xxxxxx X. Xxxx		15.625
Xxxxxx X. Xxxx		15.625
X. Xxxxx Andreas		15.625

Total		100.000	%

WHEREAS, in connection with the dissolution of Ravine, Ravine distributed the Ravine Shares to the Investors pro rata based on their respective membership interests in Ravine.

WHEREAS, the Subscription Agreement provided certain anti-dilution protection to Ravine in the event that the Company consummated a Dilutive Issuance (as defined in the Subscription Agreement).

WHEREAS, the Investors have asserted certain claims against the Company for additional shares of Common Stock based on the terms and provisions of the Subscription Agreement.

WHEREAS, the Parties desire to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions and demands that they have asserted or may assert with respect to the Subscription Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises made herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Issuance and Distribution of Shares. Concurrently with the execution and delivery of this Agreement, the Company shall issue to each Investor, as a distribution of stock, that number of shares of Common Stock set forth below opposite such Investor’s name, and shall deliver a stock certificate to each Investor, registered in the name of such Investor, representing that number of shares of Common Stock set forth below opposite such Investor’s name:


	Number of
Investor	Shares
Xxxxx X. Xxxxxxx		5,312,500
Xxxxxx X. Xxxx		1,562,500
Xxxxxx X. Xxxx		1,562,500
X. Xxxxx Andreas		1,562,500

Total		10,000,000

The 10,000,000 shares of Common Stock to be issued to the Investors pursuant to this Agreement are sometimes referred to herein collectively as the “Shares”.

2. Releases.

(a) Each of the Investors, on behalf of Ravine and its successors and assigns and himself and his heirs, executors, agents, representatives, family members and assigns (collectively, the “Investor Parties”), hereby irrevocably waives, releases and discharges the Company and each of its past, present and future officers, agents, directors, employees, investors, shareholders, partners, administrators, affiliates, attorneys, divisions, subsidiaries, parents, predecessor and successor corporations, representatives and successors and assigns (collectively, the “Company Parties”), of and from any and all claims, duties, obligations, damages, costs, fees, accountings, interest charges, payments, setoffs, debts, demands, actions, suits, accounts, and causes of action of every kind, nature and description, in law or equity, known or unknown, asserted or unasserted, and whether or not discoverable, which such Investor ever had or may have against the Company or any of the Company Parties from the beginning of time through and including the date of this Agreement arising out of or relating in any way to the Subscription Agreement, including, without limitation, the Company’s obligations relating in any way to any Dilutive Issuance.

(b) The Company, on behalf of itself and the Company Parties, hereby irrevocably waives, releases and discharges the Investors and each of the Investor Parties of and from any and all claims, duties, obligations, damages, costs, fees, accountings, interest charges, payments, setoffs, debts, demands, actions, suits, accounts, and causes of action of every kind, nature and description, in law or equity, known or unknown, asserted or unasserted, and whether or not discoverable, which the Company ever had or may have against the Investors or Ravine from

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the beginning of time through and including the date of this Agreement arising out of or relating in any way to the Subscription Agreement, including but not limited to claims relating to the assignment of the Ravine Shares by Ravine to the Investors.

3. No Admission of Liability. The Parties acknowledge and agree that nothing in this Agreement, including but not limited to the releases set forth in Section 2, may be construed by any person or entity as an admission of liability on the part of any Party.

4. Representations and Warranties of the Investors. The Investors hereby represent and warrant to the Company as follows:

i. As of the date of dissolution of Ravine, the Investors collectively owned all of the outstanding membership interests in Ravine and each Investor owned the membership interest in Ravine set forth in the second whereas clause of this Agreement free and clear of any mortgage, pledge, lien, charge or other encumbrance and has not assigned, sold or transferred any of his interest therein.

ii. Each Investor has the legal right and power to execute and deliver this Agreement, to accept the Shares and to perform his obligations under this Agreement.

iii. This Agreement constitutes a valid and binding obligation of each Investor, enforceable against such Investor in accordance with its terms. No consent approval, authorization, order, filing, registration or qualification of or with any court, governmental authority or third person is required to be obtained by such Investor in connection with the execution and delivery of this Agreement by him or the performance by him of his obligations hereunder.

iv. Each Investor agrees not to sell or otherwise dispose of all or any part of the Shares distributed to him unless such Shares, or part thereof, as the case may be, are subsequently registered under the Securities Act of 1933, as amended, and such states securities laws as are applicable or unless there are available exemptions from such registration.

5. Representations and Warranties of the Company. The Company hereby represents and warrants to the Investors as follows:

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. The Company has the requisite corporate power and authority to execute and deliver this Agreement, to issue the Shares and to perform its obligations under this Agreement.

(b) As of the date of this Agreement, the authorized capital stock of the Company consists of 100,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”) and 600,000,000 shares of Common Stock (collectively, the “Company Stock”). As of the date of this Agreement, (i) 237,285,713 shares of Common Stock are issued and outstanding, (ii) no shares of Preferred Stock, are issued and outstanding, (iii) 47,414,520 shares of Common Stock are authorized for issuance upon the conversion of convertible securities issued by the Company and outstanding, (iv) 49,331,467 shares of Common Stock are authorized for issuance upon the exercise of warrants issued by the Company and outstanding, and (v) 18,000,000

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shares of Common Stock are authorized for issuance pursuant to the Company’s stock option plan, under which options or other rights to purchase 1,750,000 shares of Common Stock are outstanding. Except as set forth in this Section 5(b), there are no convertible or exchangeable securities, options, warrants or other rights to purchase or otherwise acquire, or that obligate the Company to sell or issue, any shares of Company Stock.

(c) All corporate action on the part of the Company and its directors, officers and stockholders necessary for the authorization, execution and delivery of this Agreement by the Company, the issuance and delivery of the Shares to the Investors and the performance of all of the Company’s obligations under this Agreement, has been taken. This Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. No consent, approval, authorization, order, filing, registration or qualification of or with any court, governmental authority or third person is required to be obtained by the Company in connection with the execution and delivery of this Agreement by the Company or the performance by the Company of its obligations hereunder.

(d) The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations under this Agreement and the issuance of the Shares will not result in any material violation of, or materially conflict with, or constitute a material default under, the Company’s articles of incorporation or bylaws, each as amended to date, or any of the Company’s agreements.

(e) The Shares are free of any mortgage, pledge, lien, charge or other encumbrance and are not subject to any preemptive right or right of first refusal.

(f) As of June 30, 2009, the Company did not have any accumulated earnings and profits, within the meaning of Section 316(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”). The Company does not anticipate having any earnings and profits, within the meaning of Section 316(a)(2) of the Code, for its fiscal year ending June 30, 2010.

6. Income Tax Treatment. The Parties intend that the issuance and distribution of the Shares is a distribution of stock made by the Company with respect to its stock under Section 305(a) of the Code. The Company agrees to treat this distribution as a nontaxable distribution pursuant to Section 305(a) of the Code and to prepare and file all tax returns, information statements and other related documents on a basis that is consistent with such treatment.

7. Entire Agreement. This Agreement represents the entire agreement and understanding between the Parties, and supersedes all prior and contemporaneous agreements or understandings, whether written or oral, with respect to the subject matter hereof.

8. Amendment. This Agreement may only be amended in writing signed by the Company and each Investor.

9. Governing Law. This Agreement shall be construed under, governed by, and enforced in accordance with the laws of the State of New York, without regard to principles of conflicts of law.

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10. Further Assurances. Each Party agrees to execute and deliver, by the proper exercise of its corporate or other powers, all such other and additional instruments and documents and do all such other acts and things as may be necessary to more fully effectuate this Agreement and the transactions contemplated hereunder.

11. Miscellaneous. Each of the Parties represents that such Party has been represented by legal counsel in the negotiation and drafting of this Agreement and that such Party has participated in the drafting of this Agreement. Each of the Parties represents that it has read this Agreement, has discussed it with such Party’s legal counsel, understands the terms and consequences of this Agreement and the releases it contains, and is aware of the legal and binding effect of this Agreement. Each of the Parties further acknowledges that such Party is entering into this Agreement knowingly, voluntarily and without any duress or undue influence.

(Signature Pages Follow)

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IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the date first written above.


		IMEDICOR, INC.,
		A Nevada corporation formerly known as
		Vemics, Inc.

		By:		/s/ Xxxxx Xxxxx
		Name:		Xxxxx Xxxxx
		Title:		Chief Operating Officer & Chief Financial Officer

		INVESTORS:

		/s/ Xxxxx X. Xxxxxxx

		Xxxxx X. Xxxxxxx

		/s/ Xxxxxx X. Xxxx

		Xxxxxx X. Xxxx

		/s/ Xxxxxx X. Xxxx

		Xxxxxx X. Xxxx

		/s/ X. Xxxxx Xxxxxxx

		X. Xxxxx Andreas

(Signature Page to Stock Issuance and Release Agreement)

EXHIBIT A

SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT
FOR COMMON STOCK
OF

VEMICS, INC.

THIS SUBSCRIPTION AGREEMENT (the “Subscription Agreement”) is made and entered into as of the 29^th day of July 2008, between Vemics, Inc., a Nevada corporation (the “Company”) and the undersigned purchaser (the “Investor”) (the “Investor,” together with the “Company,” are each referred to as a “Party” and collectively the “Parties”).

WHEREAS, the Investor desires to subscribe for and purchase from the Company that number of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) set forth on Purchaser’s signature page hereto (the “Investor Shares”) at a price per share of $0.12, and associated warrants to purchase Common Stock for a number of shares calculated by multiplying the aggregate number of Investor Shares by thirty percent (30%) with an exercise price $0.04 per share (the “Warrants”). A form of the warrant is attached hereto as Appendix A(the Investor Shares Warrant are referred to collectively as, the “Securities”), on the terms and subject to the conditions set forth herein. These warrants are exercisable for (5) five years from the date of issuance which is concurrent with the signing of this document.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

Offering; Subscription; Payment.

(a) The solicitation of this Subscription Agreement and the offer and sale of the Securities are being made by the Company in reliance upon the provisions of Regulation D promulgated by the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933 (the “Securities Act”) and the Company is relying on the representations and warranties of the Investor contained herein to ensure compliance with exemption from registration of the Securities under Regulation D of the Securities Act (the “Offering”). Pursuant to the terms of this Subscription Agreement, the Investor hereby subscribes for and agrees to purchase the Securities. This offer will expire at noon on July 31, 2008, and cannot be combined with any previous offer (the “Termination Date”).

(b) Investor represents and warrants to the Company that Investor has read in its entirety this Subscription Agreement and each of the following documents in the offering package that this Subscription Agreement is a part of: (i) the Registration Statement on Form 10-SB originally filed with the Securities and Exchange Commission (“SEC”) on August 13, 2007, refiled on February 1, 2008, including the risk factors contained therein, as amended thereafter; and (ii) the financial statements of the Company as of and for the fiscal year ended June 30, 2007 and the interim period ended March 30, 2008 (together, including this Subscription Agreement and all attachments hereto, the “Company Materials”).

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(c) Subject to the terms and conditions herein set forth, the Investor hereby irrevocably subscribes for the Investor Shares and the Warrants. The Investor acknowledges that this subscription shall not be effective unless and until accepted by the Company.

(d) The Investor shall be entitled to the following anti-dilution protection relating to the Investor Shares until the earlier of: (i) the consummation of (i) a merger or consolidation of the Company with another corporation where the shareholders of the Company, immediately prior to the merger or consolidation, will not beneficially own, immediately after the merger or consolidation, shares entitling such shareholders to more than 51% of all votes to which all shareholders of the surviving corporation would be entitled in the election of directors (without consideration of the rights of any class of stock to elect directors by a separate class vote), (ii) a sale or other disposition of all or substantially all of the assets of the Company, or (iii) a debt or equity raise in or more series of transactions of at least $3 million (the “Expiration Date”):

If, after the issuance of the Investor Shares to the Investor pursuant to this Offering, and prior to the Expiration Date, the Company shall consummate an offering for cash of shares of Common Stock, securities substantially equivalent to the Investor Shares, or securities convertible into the shares of Common Stock (excluding, for this purpose, (i) securities issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Corporation, (ii) shares of common stock issued upon conversion of a convertible security for which an adjustment had already been made hereunder upon the initial issuance of the convertible security, and (iii) such other issuances mutually agreed upon by the Company and the Investor), for no consideration or at a price per share less than $0.12 (a “Dilutive Issuance”), then the Company shall be obligated to issue and deliver to the Investor, for no additional consideration, that number of shares equal to the difference between (i) the number of shares determined by dividing the aggregate dollar amount paid by Investor for the Investor Shares by the Broad-Based Weighted Average Price (as defined herein), less (ii) the number of Investor Shares purchased hereunder prior to the Dilutive Issuance.

The Broad-Based Weighted Average Price shall be calculated as follows:

P(A) + B ÷ (A + C) = Broad Based Weighted Average Price

For purposes of the foregoing formula, the following definitions shall apply:

(a) “P” shall mean, as of the date hereof, the current price per Share (or, $0.12);

(b) “A” shall mean the total number of shares of Common Stock outstanding prior to the Dilutive Issuance, on a fully diluted basis;

(c) “B” shall mean the aggregate dollar value of the new consideration received by the Company pursuant to the Dilutive Issuance; and

(d) “C” shall mean the number of new shares of Common Stock issued pursuant to the Dilutive Issuance.

For example, if the total number of shares of Common Stock outstanding prior to the Dilutive Issuance, on a fully diluted basis, is 80,000,000 and the Company subsequently makes

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an offering of 10,000,000 shares of Common Stock at a price of $.07 per share, the Broad-Based Weighted Average Price would be $0.1144 (i.e., $10,300,000, divided by 90,000,000).

If the Investor purchased 13,333,333 Investor Shares in this Offering for a total purchase price of $1,600,000 at $0.12 per Share, the number of Investor Shares that the Investor would have owned if he invested $1,600,000 at the Broad-Based Weighted Average Price of $0.1144 would equal 13,986,013 total Investor Shares and, therefore, the Company would be obliged to issue an additional 652,680 shares to the Investor.

To the extent that the Company engages in more than one Dilutive Issuance, the foregoing calculation shall be applied in a manner designed to provide the Investor with the same anti-dilution protection reflected in the foregoing.

(e) Subject to the terms and conditions of this Subscription Agreement and applicable law, the Investor further agrees to help the Company identify prospective institutional investors to make investments in Company. If a prospective institutional investor consummates an investment of $10 million or more in the Company during the twelve months following the date of this Agreement, the Company agrees to issue an additional five-year Warrant (in the form attached hereto) to purchase 2,100,000 shares of Common Stock with an exercise price of $0.04 per share. Notwithstanding anything else to the contrary set forth herein, the following entities/persons shall not be considered prospective institutional investors for which the Investor shall be entitled to consideration hereunder: (i) any current investor in the Company or any affiliate of a current investor; (ii) any current affiliate of the Company or affiliate of a current contact of the Company; (iii) any party with which the Company, the Company’s directors or officers, or any investor in the Company has a pre-existing relationship. In regards to the foregoing, the parties hereto acknowledge that

	(i)		The Investor is not registered as, and in connection with its assistance to the Company under Section 1(e) above, shall not act, either directly or indirectly, as a broker, dealer, agent or investment advisor under applicable federal or state securities laws.

	(ii)		In performing the services contemplated hereunder relating to referring potential investors, the Investor’s responsibilities shall be limited to introducing potential investors to the Company, and the Investor shall not use any general solicitation or general advertising within the meaning of the applicable securities laws in connection with any offering of securities by Company.

	(iii)		The Investor agrees to introduce the Company to potential investors only in states in which the Investor has been advised that offers and sales of securities can be legally made by Company.

	(iv)		The Investor shall have no authority to, and shall not, (i) offer for sale or solicit offers to buy any securities of the Company to or from any person, (ii) provide any advisory or valuation services to any person regarding any securities offerings or the merits or risks of an investment in any such securities, (iii) provide any information to any person, other than such information reasonably necessary to introduce such person to the

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Company, regarding the Company, its proposed business or any such securities or offerings, (iv) make any representations or warranties in connection with any such offerings, or (v) otherwise effect any transactions with respect to, or induce or attempt to induce the purchase or sale of, any such securities.

(f) The Securities subscribed for hereby shall not be deemed owned by the Investor, nor shall the Investor be deemed a holder of securities of the Company, until this subscription has been accepted by the Company, the aggregate purchase price for the Securities subscribed for has been received by the Company, and a closing has occurred. The Investor understands and agrees that the Company reserves the right to reject this subscription for the Securities in whole or in part, in its sole discretion, at any time prior to the issuance of the Securities.

(g) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 9(s) hereof, which shall remain in force and effect.

(h) Immediately following notice of acceptance of this Subscription by the Company, the Investor agrees to deliver to the Company by wire transfer or immediately available funds to an account designated by the Company, the aggregate purchase price for the Securities in the dollar amount set forth on Investor’s signature page hereto (or the portion thereof for which the Company accepted a subscription).

(i) The Company will issue the Securities in the name of the Investor upon the Company’s acceptance of this Subscription Agreement and receipt of full payment of the aggregate purchase price at the closing of the offering.

(j) Fractional shares shall not be issued but shall be rounded up or down to the nearest whole share.

(k) Contemporaneous to the Company’s acceptance of this Subscription Agreement, the members of the Company’s Board of Directors intend to appoint the Investor’s designee, Xx. Xxxxx Xxxxxxx, to the Board of Directors. As of today — Desnick is now a Board Member.

2. Representations and Warranties of the Company. The Company hereby represents and warrants to the Investor as follows:

(a) Organization. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. The Company has full corporate power and authority to enter into this Subscription Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.

(b) Authority. The execution and delivery of this Subscription Agreement by the Company, and the performance by the Company of its obligations hereunder, have been duly authorized by all necessary corporate action by the Company. This Subscription Agreement has been duly and validly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

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[ILLEGIBLE]

(1) D+O insurance with a minimum value of (10) million dollars.

(2) Key man insurance with a minimum of (5) five million dollars on the lives of Xxxx Xxxxx and Xxx Xxxxxxx.

(c) The Securities. The Securities when issued and delivered to the Investor pursuant to this Subscription Agreement will be duly and validly issued, fully paid and nonassessable.

3. Representations and Warranties of the Investor. The Investor hereby represents and warrants to the Company as follows:

(a) Authority.

(i) Natural Person. If the Investor is a natural person, the Investor represents that he or she has the requisite capacity to execute and deliver this Subscription Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. This Subscription Agreement has been duly and validly executed and delivered by the Investor and constitutes the legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms.

(ii) Entity. If the Investor is not a natural person, the Investor hereby represents and warrants that (A) the Investor is duly organized and validly existing, and has the power, authority and capacity to enter into this Subscription Agreement and to consummate the transactions contemplated hereby; (B) all necessary actions have been taken, and all necessary approvals and consents have been given, to authorize the execution, delivery and performance of this Subscription Agreement by the Investor; (C) this Subscription Agreement has been duly executed and delivered by the Investor and constitutes the valid and legally binding obligation of the Investor, fully enforceable against the Investor in accordance with its terms; and (D) the execution and delivery of this Subscription Agreement by the Investor, and the Investor’s performance of its obligations hereunder, will not conflict with the charter, bylaws, trust agreement or other organizational document(s) of the Investor.

(b) No Violation. The execution and delivery by the Investor of this Subscription Agreement does not, and the performance by the Investor of his obligations under this Subscription Agreement and the consummation of the transactions contemplated hereby will not, conflict with, result in any violation of or default under, result in any person or entity having the right to terminate or modify, or require consent under (i) any note, bond, mortgage, license, lease, contract, commitment, agreement or arrangement to which the Investor is a Party or by which any of his properties or assets are bound or (ii) any judgment, decree or order, or statute, law, ordinance, regulation or rule, applicable to the Investor or to any of the property or assets of the Investor. No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required to be obtained or made by the Investor in connection with the execution and delivery of this Subscription Agreement or the consummation of the transactions contemplated hereby.

4. Investment Representation of the Investor.

(a) The Investor has received and carefully read the Company Materials. The Investor has based the decision to invest on the information contained in such Company Materials, and has not otherwise relied upon any other offering literature or prospectus. The Investor acknowledges that the Investor has read, understood and is familiar with the Risk Factors made part of the Company Materials, is familiar with the nature of risks attending investments of this

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type, and has determined that a purchase of Securities is consistent with Investor’s investment objectives.

(b) The Investor acknowledges that the Investor has been given the opportunity to ask questions of, and receive answers from, representatives of the Company regarding the business and current plans of the Company and the offering of the Securities and has been given the opportunity to inspect such documents and obtain any additional information as the Investor has requested so as more fully to understand the nature of the investment and to verify the accuracy of the information supplied to the Investor. The Investor acknowledges that, except as set forth herein, no representations or warranties have been made to Investor, or to Investor’s advisors or representatives, by the Company or others with respect to the business of the Company and its financial condition.

(c) The Investor, if an individual, is at least 21 years of age. The Investor maintains his or her domicile (if an individual) or its principal offices (if not an individual) at the address shown on the signature page of this Subscription Agreement.

(d) The Investor can bear the economic risks of this investment and can afford the loss of Investor’s entire investment in the Securities. The Investor has sufficient liquid assets to pay the purchase price for the Securities subscribed for hereby, has adequate means of providing for such Investor’s current needs and possible personal contingencies, and has no present or anticipated need for liquidity of an investment in the Company. The investment of the Investor in the Company is reasonable in relation to the Investor’s net worth and financial needs.

(e) The Investor understands that the price per share of Common Stock has been arbitrarily determined by the Company and that no assurances have been given about the increase in value, if any, of the Securities.

(f) The Investor has the requisite knowledge and experience in business and financial matters to be capable of evaluating the merits and risks of an investment in the Company and has determined that such an investment is a suitable investment.

(g) The Investor understands that the offer and sale of the Securities have not been passed upon, nor have the merits of this investment been endorsed or approved by, any state or federal authorities.

(h) The Investor is investing in the Securities for Investor’s own account as principal for investment and not with a view toward resale, transfer or distribution. The Investor understands that Investor must bear the economic risk of an investment in the Securities for an indefinite period. The Investor has been advised and is aware that: (i) there is a limited public market for the Securities purchased hereby; (ii) the securities offered hereby have not been registered under the Securities Act or the securities laws of any state or other jurisdiction, and, therefore, cannot be sold — and Investor agrees not to sell or otherwise dispose of the securities acquired by Investor — unless such securities are subsequently registered under the Securities Act and such state securities laws as are applicable or unless there are available exemptions from such registration that are supported by an opinion of counsel for Investor, which opinion is satisfactory to the Company.

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(i) The Investor acknowledges that the Company has the unconditional right to accept or reject this Subscription Agreement in whole or in part.

(j) The Investor understands the meaning and legal consequences of the foregoing representations and warranties. The Investor certifies that each of the representations and warranties set forth in this Section 4 is true and correct as of the date hereof and shall survive such date.

(k) The Investor hereby agrees that the certificate representing the Securities issued to him pursuant hereto may bear the following legend in addition to any other legends as may be agreed to by him or as may be required by law:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR APPLICABLE STATE SECURITIES STATUTES AND REGULATIONS. SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, UNLESS, IN THE OPINION (WHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY) OF COUNSEL SATISFACTORY TO THE COMPANY, SUCH REGISTRATION IS NOT REQUIRED. THE HOLDER ALSO ACKNOWLEDGES THAT THE HOLDERS OF PREFERRED STOCK HAVE SPECIAL RIGHTS, AS DESCRIBED IN THE COMPANY’S RESTATED ARTICLES OF INCORPORATION.

(l) The Investor recognizes that the Company is an early stage company with limited revenues. The Investor is familiar with the business and financial condition, properties, operations and prospects of the Company. The Investor acknowledges that it has read, understood and is familiar with the Risk Factors contained in the Form 10-SB filed with the SEC, as amended, is familiar with the nature of risks attending investments of this type, and has determined that a purchase of Securities is consistent with Investor’s investment objectives. The Investor is aware that an investment in the Securities is a speculative investment involving a high degree of risk, and that there is no guarantee that it will realize any gain from an investment in the Securities and that it could lose the total value of its investment.

(m) The Investor acknowledges that it has never been promised, guaranteed, or warranted by the Company, its agents, employees, or any other person, expressly or by implication, any of the following: (i) the approximate or exact length of time that it will be required to remain as owner of the Company’s securities; (ii) any expected percentage of profit and/or amount of or type of consideration, profit or loss to be realized, if any, as a result of the investment; and (iii) any expected amount of percentage of tax deduction or other tax benefit as a result of the investment.

(n) The Investor acknowledges that the investment in this Company was not effected by any means of general advertising or general solicitation of an investment in the Company and that such investment is considered a private transaction.

5. Accredited Investor and Suitability Information. The Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D, under the Securities Act. The Investor

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represents and warrants that he, she or it has completed the Investor Questionnaire contained in Appendix B attached hereto, that the information contained therein is complete and accurate as of the date hereof and that all of the undersigned’s responses to the information requested therein are incorporated into this Subscription Agreement as representations and warranties as if fully set forth herein. The undersigned agrees to furnish any additional information requested to assure compliance with applicable federal and state securities laws in connection with the purchase and sale of the Securities.

6. Conditions to the Investor’s Obligations. The obligation of the Investor to purchase the Securities is subject to the representations and warranties of the Company contained in Section 2 hereof being true and correct in all material respects as of the Closing Date as though made as of the Closing Date.

7. Conditions to the Company’s Obligations. The obligation of the Company to issue and sell the Securities is subject to the representations and warranties of the Investor contained in Sections 3 and 4 hereof being true and correct in all material respects as of the Closing Date as though made as of the Closing Date.

8. Registration Rights. If at any time after the first six months from the date of execution of this subscription agreement, the Company has a class of securities registered under the Securities Exchange Act of 1934, as amended, the Company proposes to register any class of stock, it will notify the Investor, and if so requested by the Investor, will register as part of such registration the Common Stock and the shares of Common Stock underlying the associated warrant, as requested. The Investor may request and participate in piggyback registration of its Common Stock no more than two times. The Investor’s piggyback registration rights hereunder will rank second to any other piggyback registration rights of the Company existing on the date hereof, or created after the date hereof. The Company shall immediately notify the Investor of the effective date of any registration of Investor’s shares of Common Stock acquired hereunder. If, in the written opinion of any managing underwriter, registration of all or any of the shares requested would unreasonably adversely affect the market for Company’s shares, the Company and the Investor shall negotiate a resolution in good faith. These rights are not assignable.

9. Miscellaneous.

(a) Further Documents. The parties agree to execute any and all such further documents and instruments and to take any and all such further actions reasonably required to effectuate this Subscription Agreement and the intent and purposes hereof.

(b) Independent Legal Advice. Neither the Company Materials nor this Subscription Agreement is to be construed as personal legal, financial or tax advice. The undersigned is encouraged to obtain independent legal, financial and tax counsel to advise the undersigned as to the legal and other consequences of investing in the Securities.

(c) Binding Effect. This Subscription Agreement shall be binding upon, and any action for a breach thereof may be brought against, the parties to this Subscription Agreement and their respective successors and assigns.

(d) Severability. The invalidity, illegality or unenforceability of one or more of the provisions of this Subscription Agreement in any jurisdiction shall not affect the validity, legality

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or enforceability of the remainder of this Subscription Agreement in such jurisdiction or the validity, legality or enforceability of this Subscription Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

(e) Entire Agreement. This Subscription Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.

(f) Amendment. This Subscription Agreement may be amended, supplemented or modified only by a written instrument duly executed by or on behalf of each Party hereto.

(g) No Third Party Beneficiaries. The terms and provisions of this Subscription Agreement are intended solely for the benefit of each Party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.

(h) No Transfer. The Investor may not transfer this Subscription Agreement, or any of the Investor’s rights or obligations under this Subscription Agreement, without the written consent of the Company.

(i) Survival. This Subscription Agreement shall survive the death, disability, legal incapacity, bankruptcy, insolvency, dissolution or cessation of business of the undersigned.

(j) Headings. The headings used in this Subscription Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

(k) Governing Law. This Subscription Agreement shall be governed by and construed in accordance with the domestic laws of the State of Nevada, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Nevada.

(1) Counterparts. This Subscription Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

(m) Recapitalization or Fundamental Change. If any recapitalization or other transaction affecting the stock of the Company is effected, then any new, substituted or additional securities or other property which is distributed with respect to the Securities shall be immediately subject to this Subscription Agreement, to the same extent that the Securities, immediately prior thereto, shall have been covered by this Subscription Agreement.

(n) Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Subscription Agreement were not performed in accordance with the terms hereof and that the parties, and any third-party beneficiaries hereof, shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.

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(o) Waiver. No failure or delay by any Party in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

(p) Notices. All notices, requests, claims, demands and other communications given or made pursuant to this Subscription Agreement shall be in writing and shall be given or made by delivery in person, by courier service or by telecopy to the respective parties at the following addresses and facsimile numbers (or at such other address or facsimile number for a Party as shall be specified in a notice given in accordance with this Section):

(i)

if to the Company:

Vemics, Inc.
000 Xxxxxx Xxxxxxx Xxxxx
Xxxxxx, Xxx Xxxx 00000
(000) 000-0000
Attention: Xxxx Xxxx, CEO

With a copy to:

Shulman, Rogers, Gandal, Pordy & Xxxxx, P.A.
00000 Xxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Fax: (000) 000-0000
Attention: Xxxxx X. Xxxxxxx

(ii)

if to the Investor:

To the address set forth on the
Investor’s signature page hereto.

All such notices shall be deemed to have been duly given when delivered by hand, if personally delivered; when receipt is acknowledged, if telecopied; and on the next Business Day (as hereinafter defined), if timely delivered to an air courier guaranteeing overnight delivery. A “Business Day” shall mean any day that is not a Saturday, a Sunday, or any other day on which banks are required or authorized by law to be closed in the City of Rockville, Delaware.

(q) Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF EITHER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PARTY. EACH OF THE PARTIES HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY

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AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

(r) Confidentiality. The Investor agrees to maintain the secrecy and confidentiality of any Trade Secrets and any Confidential Information which is provided to the Investor for purposes of evaluating its purchase of the Securities. As used herein, “Trade Secrets” shall include, without limitation, all formulae, patterns, compilations, programs, devices, methods, techniques, processes and all other information used in the conduct of the Company’s business that would be deemed “trade secrets” within the meaning of the Uniform Trade Secrets Act. The Investor acknowledges that the Trade Secrets are of independent economic value to the Company because they are not generally known and are the subject of efforts by the Company to maintain their secrecy. As used herein, “Confidential Information” shall mean any and all technical or business information of the Company furnished or disclosed, in whatever form or medium, by the Company to the Investor or discovered by the Investor, including but not limited to computer programs, source code, object code, reports, documentation, product/service specifications, marketing plans, financial data and personnel statistics. The Investor acknowledges that all Trade Secrets, all Confidential Information and all books, documents, lists and records pertaining to the Company’s business (collectively, the “Records”), whether the Records are written, typed, printed, contained on microfilm, contained on computer disc, contained on tape or set forth in some other medium of expression, are the sole and exclusive property of the Company. The Investor agrees not to (i) divulge, furnish or make accessible to anyone or in any way use, for the Investor’s benefit or for the benefit of any other person, firm or entity, any Trade Secret or any Confidential Information; (ii) take or permit any action to be taken which would reduce the value of the Trade Secrets or the Confidential Information to the Company; or (iii) otherwise misappropriate or suffer the misappropriation of the Trade Secrets or the Confidential Information. Notwithstanding anything herein to the contrary, the obligations of secrecy and confidentiality set forth herein shall not apply to any information which is now generally publicly known or which subsequently becomes generally publicly known other than as a direct or indirect result of the breach of this Subscription Agreement by Investor.

(s) Indemnification. The Investor hereby agrees to indemnify the Company and its directors, officers, agents, attorneys and shareholders and hold them harmless from and against any and all loss, damage, liability or expense (including costs and reasonable attorney’s fees) to which they may be subject or which they may incur by reason of or in connection with any misrepresentation made by the undersigned, any breach of any of the undersigned’s representations or warranties, or the undersigned’s failure to fulfill any of the undersigned’s covenants or agreements, under this Subscription Agreement, or any other document furnished by the undersigned. This Subscription Agreement and the representations and warranties and indemnification contained herein shall be binding upon the undersigned, the undersigned’s heirs, executors, administrators, successors and assigns, and shall survive the acceptance of this Subscription and the sale of the securities.

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(t) Brokers. Investor has not entered into any agreement to pay any broker’s for finder’s fee to any person with respect to this Subscription Agreement or the transactions contemplated hereby.

[SIGNATURES ON FOLLOWING PAGE]

The Remainder of this page was left Blank on Purpose

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VEMICS, INC.

COUNTERPART SIGNATURE PAGE TO
SUBSCRIPTION AGREEMENT

IN WITNESS WHEREOF, the undersigned Investor, desiring to purchase the Securities, by executing this signature page, intending to be legally bound, hereby executes, adopts and agrees to all terms, conditions and representations of the Subscription Agreement to which this Counterpart Signature page is attached.

The Investor must also complete the Investor Questionnaire attached as Appendix A.

If Securities are to be purchased by an individual, the Investor should sign below:



Date:
		Signature of Investor


Social Security No.		Print Name

If Securities are to be purchased by an entity, the authorized individual of the Investor should sign below:


Date: July 29, 2008		Ravine Valley Partners, LLC.

		Print Name of Entity

LLC. TAX ID # Pending		/s/ Xxxxx X. Xxxxxxx

Tax Identification No.		Signature of Authorized Signatory
		Name: Xxxxx X. Xxxxxxx, MD
		Title: Member, Manager

If the Securities are to be purchased jointly, each Investor should sign below:


Date:
		Signature of Shareholder


Social Security No.		Print Name

Date:
		Signature of Shareholder

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Social Security No.		Print Name

All Investors should provide the information below:


Principal Residence Address:		Mailing Address, if different from Residence Address:









		The Subscription is accepted on the 29 day of July 2008.

		VEMICS, INC.

		Accepted by:

		/s/ Xxxxx Xxxxx

		Name: Xxxxx Xxxxx
		Title: COO

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Appendix A
Form of Warrant

This page left blank on purpose.

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Appendix B

INVESTOR QUESTIONNAIRE

(ALL INFORMATION WILL BE TREATED CONFIDENTIALLY)

To: Vemics, Inc.

This Investor Questionnaire (“Questionnaire”) must be completed by the Investor to subscribe for and purchase from the Company that number of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) set forth on Purchaser’s signature page to the Subscription Agreement (the “Investor Shares”) at a price per share of $0.12, and associated warrants to purchase Common Stock for a number of shares calculated by multiplying the aggregate number of Investor Shares by thirty percent (30%) with an exercise price $0.04 per share (the “Warrants”), on the terms and subject to the conditions set forth in the Subscription Agreement. The warrants are exercisable for a period of (5) five years from date of issuance, which is concurrent with the signing of this contract.

The Securities are being offered and sold by Vemics, Inc. (the “Company”) without registration under the Securities Act of 1933, as amended (the “Act”), and the securities laws of certain states, in reliance on the exemptions contained in Section 4(2) of the Act and Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws. The Company must determine that a potential investor meets certain suitability requirements before offering or selling Securities to such investor.

The purpose of this Questionnaire is to assure the Company that each investor will meet the applicable suitability requirements. The information supplied by you will be used in determining whether you meet such criteria, and reliance upon the private offering exemptions from registration is based in part on the information herein supplied.

This Questionnaire does not constitute an offer to sell or a solicitation of an offer to buy any security. Your answers will be kept strictly confidential except to the extent requested by the Securities and Exchange Commission or state securities regulators.

By signing this Questionnaire, you will be authorizing the Company to provide a completed copy of this Questionnaire to such parties as the Company deems appropriate in order to ensure that the offer and sale of the Securities will not result in a violation of the Act or the securities laws of any state and that you otherwise satisfy the suitability standards applicable to purchasers of the Securities.

All potential investors must answer all applicable questions and complete, date and sign this Questionnaire.

Please print or type your responses and attach additional sheets of paper if necessary to complete your answers to any item.

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A. BACKGROUND INFORMATION


Name:		Ravine Valley Partners, LLC.

Address:		000 Xxxxxx Xxxxx

		(Number and Street)


Xxxxxxxx Xxxx	Xxxxxxxx	00000

(City)	(State)	(Zip Code)

Telephone Number: 000-000-0000

If an individual:
Age: Citizenship:

If a corporation, partnership, limited liability company, trust or other entity:

Type of entity: Limited Liability Company State of formation: Date of formation: July 28, 2008

Social Security/Taxpayer Identification No. LLC TAX ID # PENDING

B. STATUS AS ACCREDITED INVESTOR

The undersigned is an “accredited investor” as such term is defined in Regulation D under the Act, as at the time of the sale of the Securities the undersigned falls within one or more of the following categories (Please initial one or more, as applicable):¹

o (1) a bank as defined in Section 3(a)(2) of the Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(13) of the Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; 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; a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if


¹		As used in this Questionnaire, the term “net worth” means the excess of total assets over total liabilities. In computing net worth for the purpose of subsection (4), the principal residence of the investor must be valued at cost, including cost of improvements, or at recently appraised value by an institutional lender making a secured loan, net of encumbrances. In determining income, the investor should add to the investor’s adjusted gross income any amounts attributable to tax exempt income received, losses claimed as a limited partner in any limited partnership, contributions to an XXX or XXXXX retirement plan, alimony payments, and any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income.

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a self-directed plan, with the investment decisions made solely by persons that are accredited investors;

o (2) a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

o (3) an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the Securities offered, with total assets in excess of $5,000,000;

o (4) a natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of such person’s purchase of the Securities exceeds $1,000,000;

o (5) 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 that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

o (6) a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D; and

þ (7) an entity in which all of the equity owners are accredited investors (as defined above).

IN WITNESS WHEREOF, the undersigned has executed this Questionnaire this 29^th day of July 2008, and declares under oath that it is truthful and correct.


		Xxxxx X. Xxxxxxx, MD

		Print Name

		By:		/s/ Xxxxx X. Xxxxxxx

		Signature

		Title:		Member Manager

				(required for any purchaser that is a corporation, partnership, trust or other entity)

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Total number of shares of Common Stock to be purchased:

Aggregate Purchase Price

1,600,000.00

($0.12 x number of shares)