Common use of Subscriber Representations Clause in Contracts

Subscriber Representations. The Subscriber hereby represents and warrants to the Company, as of the date hereof, that: (a) the execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of the Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject; (b) the Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by the Company, this Agreement is a legal, valid and binding agreement of the Subscriber, enforceable against the Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); and (c) prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives of the Company concerning its investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to forfeit Shares, the Subscriber has relied solely on the Subscriber’s own knowledge and understanding of the Company and its business based upon the Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. The Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 3 and the Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.

Subscriber Representations. The Subscriber hereby AOL represents and warrants to Issuer as --------------------------- follows and acknowledges that Issuer is relying upon such representations and warranties in connection with entering into this Agreement and completing the Companytransactions contemplated hereby. 4.4.1 Accredited Investor AOL is an accredited investor ("Accredited ------------------- investor") as defined in Rule 501(a) under the United States Securities Act of 1933 (the "1933 Act"), and is acquiring the Shares (the "Subject Securities") for its own account or for the account of an Accredited Investor as to which it exercises sole investment discretion, and not with a view to any resale, distribution or other disposition of the date hereofSubject Securities in violation of the United States securities laws or applicable state securities laws; 4.4.2 Exempt Sale AOL is aware that the Subject Securities have not been and ----------- will not be registered under the 1933 Act and that the sale to it of such securities is being made in reliance on a private placement exemption from such registration, and the Subscriber certifies that: : (a) it is and will be acquiring the execution, delivery Subject Securities for its own account or for the account of another accredited investor; and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of the Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject; (b) it has received all information, financial and otherwise, with respect to the Subscriber is a Delaware limited liability companyIssuer which it has requested and has had access to such additional information, validly existing and if any, concerning the Issuer as it has considered necessary in good standing under the laws of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by the Company, this Agreement is a legal, valid and binding agreement of the Subscriber, enforceable against the Subscriber in accordance connection with its terms, except investment decision to acquire the Subject Securities; 4.4.3 Sophisticated Investor AOL has such knowledge and experience in ----------------------- financial and business matters as such enforceability may to be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting capable of evaluating the enforcement merits and risks of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); and (c) prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives of the Company concerning its investment in the Company, as well as Subject Securities and is able to bear the finances, operations, business economic risks of such investment; 4.4.4 U.S. Resident AOL and prospects of any account for which it is purchasing Subject ------------- Securities are resident in the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to forfeit Shares, the Subscriber has relied solely on the Subscriber’s own knowledge and understanding of the Company and its business based upon the Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. The Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 3 and the Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.United States;

Subscriber Representations. The Subscriber hereby represents and warrants In order to induce the Company to sell the Voting Common Stock to the Company, as of the date hereof, that: (a) the execution, delivery Subscriber and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of the Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject; (b) the Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by the Company, this Agreement is a legal, valid and binding agreement of the Subscriber, enforceable against the Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); and (c) prior to the execution of enter into this Agreement, the Subscriber makes the following representations and warranties, which shall be true, correct and complete in all material respects on the date hereof: a. The Subscriber has obtained, to the extent he deems necessary, professional advice with respect to the risks inherent in the Purchase of the securities described in Section 1, as applicable, and the suitability of the securities to be purchased by the Subscriber pursuant to this Agreement in light of the Subscriber's financial condition and investment needs; b. The Subscriber, either alone or with the assistance of his own professional advisor, has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks inherent in securities to be received by him pursuant to this Agreement, as applicable, and the Subscriber has the net worth to undertake such risk; c. The Subscriber is aware of the Company's business affairs and has acquired sufficient additional information about the Company to reach an informed and knowledgeable decision regarding the merits and risks of investing in the securities to be received by him pursuant to this Agreement. The Subscriber has had the ample opportunity to ask questions of and receive answers from representatives of the Company concerning its investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to forfeit Shares, the Subscriber has relied solely on the Subscriber’s own knowledge and understanding of the Company and its business based upon representatives and to seek independent investment, tax, and legal advice prior to investing in the Subscriber’s own due diligence investigation and the information furnished securities to be received by him pursuant to this paragraphAgreement. d. The Subscriber believes that the securities to be received by him pursuant to this Agreement are suitable for him based on his investment objectives and financial needs, and the subscriber has adequate means for providing his current financial needs and personal contingencies and has no need for liquidity of investment with respect to the securities to be received by him pursuant to this Agreement; e. The Subscriber is in a financial position to hold the securities to be received by him pursuant to this Agreement, as applicable, for an indefinite period of time and he is able to bear the economic risk and withstand a complete loss of his investment in the securities to be received by him pursuant to this Agreement; f. The Subscriber is not acquiring any securities to be received by him with a view to any distribution thereof in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction; and g. The Subscriber understands that the securities to be received by him pursuant to this Agreement will be issued by the Company without registration under the Securities Act and without qualification and/or registration under applicable state securities laws ("Blue Sky Laws") pursuant to exemptions from registration and/or qualification contained in the Securities Act and in the Blue Sky Laws. The Subscriber understands that no person has been authorized to give the securities must be held indefinitely unless (A) subsequently registered and/or qualified under the Securities Act and under the Blue Sky Laws unless exemptions from the registration and/or qualification requirements under the Securities Act and under the Blue Sky Laws are available in connection with any information or to make any representations which were not furnished pursuant to this Section 3 and proposed transfer of the securities by the Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral, relating to and (B) the Company, its operations and/or its prospectsproposed transfer is permitted under the terms of this Agreement.

Subscriber Representations. The Subscriber hereby represents and warrants to the Company, as of the date hereof, that: (a) the execution, delivery and performance of The Subscriber’s representations in this Agreement and the consummation information contained in the Subscriber’s Purchaser Questionnaire are complete and accurate to the best of the Subscriber’s knowledge, and the Issuer and any sales agent may rely upon them. The Subscriber will notify the Issuer and any such agent immediately if any material change occurs in any of this information before the sale of the Shares. (b) The Subscriber is an “accredited investor” as defined under Rule 501 of Regulation D. (c) The Subscriber is able to bear the economic risk of an investment in the securities for an indefinite period of time, can afford the loss of the entire investment in the securities, and will, after making an investment in the securities, have sufficient means of providing for his (or her) current needs and possible future contingencies. Additionally, the Subscriber’s overall commitment to investments which are not readily marketable is not disproportionate to his/her net worth and this Subscription will not cause such overall commitment to become excessive. (d) The securities subscribed for herein will not be sold by the Subscriber without registration under applicable securities acts or a proper exemption from such registration. (e) The securities subscribed for herein are being acquired for the Subscriber’s own account, for investment purposes, and not on behalf of any other person or with a view to, or for resale in connection with, any distribution thereof within the meaning of the transactions contemplated hereby do not violateSecurities Act of 1933. The Subscriber is aware that there are substantial restrictions on the transferability of the securities, conflict that there will be no known public market for the securities, and, accordingly, it is unlikely that the Subscriber will be able to liquidate an investment in the securities. (f) The Subscriber has had access to any and all information concerning the Issuer which the Subscriber and the Subscriber’s financial, tax and legal advisors required or considered necessary to make a proper evaluation of this investment. In making the decision to purchase the securities herein subscribed for, the Subscriber and his advisers have relied solely upon their own independent investigations, and fully understand that there are no guarantees, assurances or promises’ in connection with or constitute a default under (i) any investment hereunder and understand that the formation and governing documents particular tax consequences arising from this investment in the Issuer will depend upon the individual circumstances of the Subscriber, The Subscriber further understands that no opinion is being given as to any securities or tax matters involving the Offering. (iig) any agreement, indenture or instrument to which All of the representations and warranties of the Subscriber is a party or (iii) any law, statute, rule or regulation to which contained herein and all information furnished by the Subscriber to the Issuer are true, correct and complete in all respects, and the subscriber agrees to notify the Issuer immediately of any change in any representation, warranty or other information set forth herein. (h) The Subscriber also understands and agrees that stop transfer instructions relating to the securities will be placed in the Issuer’s stock transfer ledger, and that the certificates evidencing the securities sold will bear legends in substantially the following form: “The securities represented by this Certificate have not been registered under the Securities Act of 1933 (the “Act”) and are “restricted securities” as that term is subjectdefined in Rule 144 under the Act. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the Issuer.” (i) Subscriber has been given the unrestricted opportunity to ask questions of, and receive answers from, the Issuer, or persons acting on its behalf, concerning the terms and conditions of, and all other matters relating to the offering, and has been given the unrestricted opportunity to obtain such additional information with respect to the offering as he has desired, including, but not limited to, any agreementadditional information necessary to verify the accuracy of the information set forth in the attached documentation. (j) The Subscriber knows that the securities subscribed for herein are offered and sold pursuant to exemptions from registration under the Securities Act of 1933, orderand state securities law based, judgment in part, on these warranties and representatives, which are the very essence at this Subscription Agreement, and constitute a material part of the bargained-for consideration without which this Agreement would not have been executed. (k) By reason of the Subscriber’s business or decree to which financial experience or the business or financial experience of professional advisors who are unaffiliated with and who are not compensated by the Issuer or any affiliate or selling agent of the Issuer, directly or indirectly, the Subscriber is subject;has the capacity to protect his/her own interest in connection with this transaction or has a pre-existing personal or business relationship with the Issuer or one or more of its officers, directors or controlling persons consisting of personal or business contacts of a nature and duration such as would enable a reasonably prudent purchaser to be aware of the character, business acumen and general business and financial circumstances of such person with whom such relationship exists. (bl) the Subscriber is a Delaware limited liability company, validly existing This Agreement when fully executed and in good standing under the laws of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery delivered by the Company, this Agreement is Issuer will constitute a legal, valid and legally binding agreement obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. The Subscriber, except as such enforceability may be limited by applicable bankruptcyif it is a partnership, insolvencyjoint venture, fraudulent conveyance corporation, trust or similar laws affecting other entity, was not formed or organized for the enforcement specific purpose of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); and (c) prior to acquiring the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives Shares. The purchase of the Company concerning its Shares by the Subscriber, if it is an entity investor, is a permissible investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to forfeit Shares, the Subscriber has relied solely on accordance with the Subscriber’s own knowledge Articles of Incorporation, bylaws, partnership agreement, declaration of trust or other similar charter document, and understanding has been duly approved by all requisite action by the entity’s owners, directors, officers or other authorized managers. The person signing this document and all documents necessary to consummate the purchase of the Company and its business based upon Shares has all requisite authority to sign such documents on behalf of the Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. , if it is an entity investor. (m) The Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 3 and the Subscriber has not relied on any duplicated or distributed the Business Plan to anyone other representations or information than his personal advisors, and will not do so in making its investment decision, whether written or oral, relating the future. (n) The securities offered hereby were not offered to the CompanySubscriber by way of general solicitation or general advertising and at no time was the Subscriber presented with or solicited by means of any leaflet, its operations and/or its prospectspublic promotional meeting, circular, newspaper or magazine article, radio or television advertisement.

Subscriber Representations. The Subscriber hereby represents and warrants to the Company, as of the date hereof, that: (a) the executionThe Subscriber has full legal capacity, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of the Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject; (b) the Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by execute and deliver this AgreementSAFT and to perform its obligations hereunder. Upon execution and delivery by the Company, this Agreement is This SAFT constitutes a legal, valid and binding agreement obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance insolvency or similar other laws of general application relating to or affecting the enforcement of creditors’ rights generally and subject to general principles of equity equity. (regardless b) The Subscriber is: (i) an “Accredited Investor” as such term is defined in Rule 501(a) of whether enforcement is sought in a proceeding at law or in equityRegulation D under the U.S. Securities Act of 1933, as amended (the “Act”); (ii) an eligible person listed under Rule 701(c) of the Act; or (iii) not a U.S. person within the meaning of Rule 902 of Regulation S under the Act. The Subscriber has been advised that this SAFT may be considered a “security” that has not been registered under the Act or any state or other jurisdiction’s securities laws and, therefore, cannot be resold unless registered under the Act and applicable state or jurisdiction securities laws or unless an exemption from such registration requirements is available. The Subscriber is subscribing for this SAFT for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same. The Subscriber has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of this SAFT and/or the Tokens, is able to incur a complete loss of their Subscription Price without impairing the Subscriber’s financial condition, and is able to bear the economic risk of this SAFT and/or the Tokens for an indefinite period of time. The Subscriber further represents that it has been provided the opportunity to ask the Token Issuer questions, and where applicable, has received answers from the Token Issuer, regarding the Offering and this SAFT but acknowledges that neither the Token Issuer nor its affiliates, representatives or advisors have provided Subscriber with any legal, tax, or financial advice whatsoever in connection with this SAFT and/or the Tokens to be issued hereby and do not represent the Subscriber. (c) prior The Subscriber acknowledges and accepts in this SAFT by reference all of the risk factors set forth in the Memorandum. The Subscriber further represents that it has received and read the Memorandum, understands and agrees to the execution of this Agreementbe bound by its terms, the Subscriber and has had been provided the opportunity to ask questions of the Token Issuer questions, and receive where applicable, has received answers from representatives of the Company concerning its investment in Token Issuer, regarding the Company, as well as the finances, operations, business Memorandum and prospects of the Company, and has been afforded the opportunity to obtain additional information to verify be represented by their own respective independent legal, tax, and financial advisors in connection with their Subscription, none of whom are affiliated with the accuracy of all information so obtained. In determining whether to forfeit Shares, the Subscriber has relied solely on the Subscriber’s own knowledge and understanding of the Company and its business based upon the Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. The Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 3 and the Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospectsToken Issuer.

Subscriber Representations. The Subscriber hereby represents and warrants to the Company, as of the date hereof, thatfollows: (a) The Subscriber has full power and authority to enter into, deliver and perform this Subscription Agreement and to consummate the executiontransactions contemplated hereby. This Subscription Agreement is the valid and binding obligation of the Subscriber, enforceable against him or her in accordance with its terms. The Subscriber has the capacity to execute and deliver this Subscription Agreement and to perform his or her obligations hereunder. (b) The execution and delivery and performance of this Subscription Agreement and the consummation by the Subscriber of the transactions contemplated hereby do will not violate, conflict with violate any provision of any agreement or constitute a default under (i) the formation and governing documents of the Subscriber, (ii) any agreement, indenture or instrument contract to which the Subscriber is a party or (iii) by which he or she is bound or any applicable law, statuteordinance, rule or regulation to which of any governmental body having jurisdiction over the Subscriber is subject, or any agreement, order, judgment or decree applicable to which the Subscriber is subject; (b) the Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by the Company, this Agreement is a legal, valid and binding agreement of the Subscriber, enforceable against the Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); and. (c) prior The Subscriber is acquiring the Common Stock for his or her own account for investment only and not for or with a view to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives of the Company concerning its investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to forfeit Shares, the Subscriber has relied solely on the Subscriber’s own knowledge and understanding of the Company and its business based upon the Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraphresale or distribution. The Subscriber understands that no has not entered into any contract, undertaking, agreement or arrangement with any person has been authorized to give any information sell, transfer or pledge to make any representations such person or anyone else the Common Stock which were not furnished pursuant he or she is subscribing to this Section 3 purchase and the Subscriber has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangement. (d) The Subscriber can bear the economic risk of losing his or her entire investment in the Common Stock. The Subscriber is prepared to bear the economic risk of this investment for an indefinite time. (e) The overall commitment of the Subscriber to investments which are not relied on any other representations or information readily marketable is not disproportionate to the Subscriber’s net worth, and an investment in the Common Stock will not cause such overall commitment to become excessive. The Subscriber’s need for diversification in the Subscriber’s investment portfolio will not be impaired by an investment in the Corporation. (f) The Subscriber has adequate means of satisfying the Subscriber’s short term needs for cash and has no present need for liquidity which would require the Subscriber to sell the Common Stock. (g) The Subscriber has substantial experience in making its investment decisiondecisions of this type and the Subscriber has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Corporation without the assistance of a purchaser representative. (h) The principal residence of the Subscriber is in the location indicated in the address beneath his or her signature at the end of this Subscription Agreement. Unless otherwise indicated, whether written or oralall communications, contacts and discussions relating to the Companyoffering of Common Stock occurred in the location in which the Subscriber maintains his or her residence. (i) The Subscriber is an “accredited investor” within the meaning of Section 501(a) of Regulation D, its operations and/or its prospectsas adopted pursuant to the Securities Act of 1933.

Subscriber Representations. The Subscriber hereby represents and warrants to the Company, as of the date hereof, that: (a) the execution, delivery and performance of The Subscriber's representations in this Agreement are complete and accurate to the consummation by the Subscriber of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents best of the Subscriber's knowledge, (ii) and the Company and any agreement, indenture or instrument to which sales agent may rely upon them. The Subscriber will notify the Subscriber is a party or (iii) Company and any law, statute, rule or regulation to which such agent immediately if any material change occurs in any of this information before the Subscriber is subject, or any agreement, order, judgment or decree to which sale of the Subscriber is subject;Shares. (b) The Subscriber is [check which of the following apply]: [_] an "accredited investor" as defined under Rule 501 of Regulation D; or [_] has, either alone or in conjunction with Subscriber's purchaser representative(s) if any, such knowledge and experience in financial and business matters as to be able to evaluate the merits and risks of an investment herein. (c) The Subscriber is able to bear the economic risk of an investment in the securities for an indefinite period of time, can afford to risk the loss of the entire investment in the securities, and will, after making an investment in the securities, have sufficient means of providing for current needs and possible future contingencies without reliance upon this investment. Additionally, the Subscriber's overall commitment to investments which are not readily marketable is not disproportionate to the Subscriber's net worth and this Subscription will not cause such overall commitment to become excessive. (d) The securities subscribed for herein will no be sol by the Subscriber without registration under applicable securities acts or a proper exemption from such registration. Further, the Subscriber shall, in the event any of the securities subscribed for herein are to be sold without registration, supply the Company with satisfactory opinion of counsel, if requested, that an exemption from such registration is a Delaware limited liability companyavailable. (e) The Subscriber understands and acknowledges that although the securities being offered are being acquired for the Subscriber's own account and risk, validly existing for investment purposes, and not on behalf of any other person or with, or for resale in good standing connection with, any distribution thereof within the meaning of the Act, unless the resale or other transfer of the securities has been registered under the laws Act, or, in the opinion of Delaware and possesses all requisite power and authority necessary counsel satisfactory to carry out the transactions contemplated by this Agreement. Upon execution and delivery by the Company, if requested, is exempt from registration under the Act. The Subscriber is aware that although there are substantial restrictions on the transferability of the securities, there is presently no public market for the securities and no assurance of a future public market for the securities, and, accordingly, it is unlikely that the Subscriber will be readily able to liquidate an investment in the securities quickly in the event of an emergency. (f) The Subscriber hereby agrees that he does not have the right to cancel this Subscription Agreement, which shall survive the death, disability, or the cessation of existence as a legal entity, of the Subscriber. Further, the Subscriber agrees that he does not have the right, and will not attempt, to transfer his interest herein. (g) The Subscriber has had access to any and all information concerning the Company which the Subscriber and the Subscriber's financial, tax and legal advisors required or considered necessary to make a proper evaluation of this investment. In making the decision solely upon their own independent investigations, and fully understand that there are no guarantees, assurances or promises in connection with any investment hereunder and understand that the particular tax consequences arising from this investment in the Company will depend upon the Subscriber's individual circumstances. The Subscriber further understands that no opinion is being given as to any securities matters involving the Offering. (h) The Subscriber shall indemnify and hold the Company harmless from all costs and expenses, including reasonable attorney's fees, incurred by the Company as a result of a breach hereof by the Subscriber. Further, all of the representations and warranties of the Subscriber contained herein and all information furnished by the Subscriber to the Company are true, correct and complete in all respects, and the Subscriber agrees to notify the Company immediately of any change in any representation, warranty or other information set forth herein. (i) The Subscriber also understands and agrees that stop transfer instructions relating to the securities will be placed in the Company's stock transfer ledger, and that the certificates evidencing the securities sold will bear the legend in substantially the following form: "No sale, offer to sell, or transfer of the shares represented by this certificate shall be made unless a registration statement under the Federal Securities Act of 1933, as amended, with respect to such shares is then in effect or an exemption from the registration requirements of said act is then in fact applicable to said shares" (j) The Subscriber has been given the unrestricted opportunity to ask questions of, and receive answers from the Company, or persons acting on its behalf, concerning the terms and conditions of, and all other matters relating to the offering, and has been given the unrestricted opportunity to obtain such additional information with respect to the offering as he has desired, including, but not limited to, any additional information necessary to verify the accuracy of the information set forth in the attached documentation. The undersigned has carefully read all material identified as being attached hereto and has no further questions with respect thereto. (k) The Subscriber knows that the securities subscribed for herein are offered and sold pursuant to exemptions from registration and the Securities Act of 1933, and state securities law based, in part, on these warranties and representatives, which are the very essence of this Subscription Agreement, and constitute a material part of the bargained-for consideration without which this Agreement is would not have been executed. (l) By reason of the Subscriber's business or financial experience or the business or financial experience of professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, the Subscriber has the capacity to protect his own interest in connection with this transaction or has a legalpre- existing personal or business relationship with the Company or one or more of its officers, directors or controlling persons consisting of personal or business contacts of a nature and duration such as would enable a reasonably prudent purchaser to be aware of the character, business acumen and general business and financial circumstances of such person with whom such relationship exists. (m) This Agreement when fully executed and delivered to the Company will constitute a valid and legally binding agreement obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. The Subscriber, except as if it is a partnership, joint venture, corporation, trust or other entity, was not formed or organized for the specific purpose of acquiring the Shares. The purchase of the Shares by the Subscriber, if it is an entity investor, is a permissible investment, declaration of trust or other similar charter document, and has been duly approved by all requisite action by the entity's owners, directors, officers or other authorized managers. The person signing this document and all documents necessary to consummate the purchase of the Shares has all requisite authority to sign such enforceability may be limited by applicable bankruptcydocument on behalf of the Subscriber, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement if it is sought in a proceeding at law or in equity); andan entity investor. (cn) prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives of the Company concerning its investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to forfeit Shares, the Subscriber has relied solely on the Subscriber’s own knowledge and understanding of the Company and its business based upon the Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. The Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 3 and the Subscriber has not relied on any duplicated or distributed this information to anyone other representations than his Purchaser Representative or information other personal advisors, and will not do so in making its investment decision, whether written or oral, relating the future. (o) The Shares offered hereby were not offered to the CompanySubscriber by way of general solicitation or general advertising and at no time was the Subscriber presented with or solicited by means of any leaflet, its operations and/or its prospectspublic promotional meeting, circular, newspaper or magazine article, radio or television advertisement.

Subscriber Representations. The Subscriber hereby represents and warrants to the Company, as of the date hereof, that: (a) the execution, delivery and performance of The Subscriber's representations in this Agreement are complete and accurate to the consummation by the Subscriber of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents best of the Subscriber's knowledge, (ii) and the Company and any agreement, indenture or instrument to which sales agent may rely upon them. The Subscriber will notify the Subscriber is a party or (iii) Company and any law, statute, rule or regulation to which such agent immediately if any material change occurs in any of this information before the Subscriber is subject, or any agreement, order, judgment or decree to which sale of the Subscriber is subject;Shares. (b) The Subscriber is able to bear the economic risk of an investment in the Shares for an indefinite period of time, can afford the loss of the entire investment in the Shares, and will, after making an investment in the securities, have sufficient means of providing for Subscriber's current needs and possible future contingencies. Additionally, the Subscriber's overall commitment to investments that are not readily marketable is not disproportionate to Subscriber's net worth and this Subscription will not cause such overall commitment to become excessive. (c) The Shares subscribed for herein will not be sold by the Subscriber without registration under applicable securities acts or a proper exemption from such registration. (d) The Shares subscribed for herein are being acquired for the Subscriber's own account and risk, for investment purposes, and not on behalf of any other person or with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933. The Subscriber is aware that there are substantial restrictions on the transferability of the Shares. (e) The Subscriber has had access to any and all information concerning the Company that the Subscriber and the Subscriber's financial, tax and legal advisors required or considered necessary to make a Delaware limited liability companyproper evaluation of this investment. In making the decision to purchase the Shares herein subscribed for, validly existing the Subscriber and his or her advisers have relied solely upon their own independent investigations, and fully understand that there are no guarantees, assurances or promises in good standing connection with any investment hereunder and understand that the particular tax consequences arising from this investment in the Company will depend upon the individual circumstances of the Subscriber. The Subscriber further understands that no opinion is being given as to any securities or tax matters involving the offering. (f) All of the representations and warranties of the Subscriber contained herein and all information furnished by the Subscriber to the Company are true, correct and complete in all respects, and the Subscriber agrees to notify the Company immediately of any change in any representation, warranty or other information set forth herein. (g) The Subscriber also understands and agrees that stop transfer instructions relating to the Shares will be placed in the Company's stock transfer ledger, and that the certificates evidencing the Shares sold will bear legends in substantially the following form: The securities represented by this certificate have not been registered under the laws Securities Act of Delaware 1933 (the "Act") and possesses all requisite power are "restricted securities" as that term is defined in Rule 144 under the Act. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the Company. (h) The Subscriber knows that the Shares subscribed for herein are offered and authority necessary sold pursuant to carry out exemptions from registration under the transactions contemplated by Securities Act of 1933, and state securities law based, in part, on these warranties and representations, which are the very essence of this Agreement. Upon execution , and delivery constitute a material part of the bargained-for consideration without which this Agreement would not have been executed. (i) The Subscriber has the capacity to protect Subscriber's own interest in connection with this transaction or has a pre-existing personal or business relationship with the Company or one or more of its officers, directors or controlling persons consisting of personal or business contacts of a nature and duration such as would enable a reasonably prudent purchaser to be aware of the character, business acumen and general business and financial circumstances of such person with whom such relationship exists. (j) This Agreement when fully executed and delivered by the Company, this Agreement is Company will constitute a legal, valid and legally binding agreement obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. The Subscriber, except as if it is a partnership, joint venture, corporation, trust or other entity, was not formed or organized for the specific purpose of acquiring the Shares. The purchase of the Shares by the Subscriber, if it is an entity investor, is a permissible investment in accordance with the Subscriber's Articles of Incorporation, by-laws, partnership agreement, declaration of trust or other similar charter document, and has been duly approved by all requisite action by the entity's owners, directors, officers or other authorized managers. The person signing this document and all documents necessary to consummate the purchase of the shares has all requisite authority to sign such enforceability may be limited by applicable bankruptcydocuments on behalf of the Subscriber, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement if it is sought in a proceeding at law or in equity); andan entity investor. (ck) prior The Shares offered hereby were not offered to the execution Subscriber by way of general solicitation or general advertising and at no time was the Subscriber presented with or solicited by means of any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement. (l) If initialed below, the Subscriber represents that Subscriber is an "accredited investor" as defined under Rule 501 of Regulation D by reason of: FOR INDIVIDUALS ONLY (INITIAL IF APPLICABLE): ______ 1. I had individual income (exclusive of any income attributable to Initial my spouse) in excess of $200,000 in each of the most recent two Here years and I reasonably expect to have an individual income in excess of $200,000 for the current year, or I had joint income with my spouse in excess of $300,000 in each of those years and I reasonably expect to have a joint income with my spouse in excess of $300,000 for the current year. ______ 2. I have an individual net worth, or my spouse and I have a Initial combined individual net worth, in excess of $1,000,000. For Here purposes of this Agreement, "individual net worth" means the Subscriber has had the opportunity excess of total assets at fair market value, including home and personal property, over total liabilities. ______ 3. I am qualified as an "accredited investor" pursuant to ask questions Rule Initial 501(a) of and receive answers from representatives Regulation D of the Company concerning its investment 1933 Act for the following reason: Here _________________________________________________________________ _________________________________________________________________ FOR CORPORATIONS AND PARTNERSHIPS ONLY (INITIAL IF APPLICABLE): ______ 1. The undersigned hereby certifies that the Partnership or Initial Corporation that he/she represents possesses total assets in Here excess of $5,000,000 and was not formed for the specific purpose of acquiring the securities offered by Company. ______ 2. The undersigned hereby certifies personally, as well as the finances, operations, business and prospects on behalf of the Initial Partnership or Corporation that he/she represents, that all of Here the beneficial owners of equity qualify individually as accredited investors under the individual accredited investor test set forth above. FOR TRUSTS ONLY (INITIAL IF APPLICABLE): ______ 1. The undersigned hereby certifies that the trust which he/she Initial represents possesses total assets in excess of $5,000,000 and was Here not formed for the specific purpose of acquiring the securities offered by Company, and that the opportunity purchase of the securities is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of the Act. ______ 2. The undersigned hereby certifies personally, and on behalf of the Initial trust that he/she represents, that such trust is a revocable Here trust that may be amended or revoked at any time by the grantors, and all the grantors are accredited individual investors under the individual accredited investor test set forth above. FOR TRUSTEES AND AGENTS (READ AND INITIAL BOTH STATEMENTS): ______ 1. The undersigned hereby acknowledges that he/she is acting as an Initial agent or trustee for the following person or entity: Here ______ 2. The undersigned hereby agrees to obtain additional information provide to verify the accuracy of all information so obtained. In determining whether to forfeit SharesCompany, upon Initial Company's request, the Subscriber has relied solely on the Subscriber’s own knowledge and understanding following documents: Here (a) a copy of the Company trust agreement, power of attorney or other instrument granting the power and its business based upon authority to execute and deliver the Subscriber’s own due diligence investigation Agreement, or (b) an opinion of counsel verifying the undersigned's power and authority to execute and deliver the information furnished pursuant Agreement. As evidence of the foregoing, the undersigned may be asked to this paragraph. The Subscriber understands that no person has been authorized complete a Purchaser Questionnaire in the form attached hereto, the contents of which are hereby certified to give any information or to make any representations which were not furnished pursuant to this Section 3 and the Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospectsbe correct.

Subscriber Representations. The Subscriber hereby represents represents, warrants and warrants to the Company, as of the date hereof, agrees that: (a) The Subscriber has had an opportunity to ask questions and receive information from the execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of the Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject;Company. (b) the Subscriber is a Delaware limited liability company, validly existing and The Subscriber’s representations in good standing under the laws of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by the Company, this Agreement is a legal, valid are complete and binding agreement accurate to the best of the Subscriber’s knowledge, enforceable against and the Company and any sales agent may rely upon them. The Subscriber will notify the Company and any such agent immediately if any material change occurs in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting any of this information before the enforcement sale of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); andthe Shares. (c) prior The Subscriber is representing and warranting that the Subscriber is an “Accredited Investor,” as the term is defined in Rule 501(a) of Regulation D, as more completely set forth on the Questionnaire attached as Exhibit B hereto, which is incorporated by reference as if more fully set forth herein. The Subscriber shall submit to the execution Company such further assurances of this Agreement, accredited status as may reasonably be requested by the Company. (d) The Subscriber has had is able to bear the opportunity to ask questions economic risk of and receive answers from representatives of the Company concerning its an investment in the Companysecurities for an indefinite period of time, as well as can afford to risk the finances, operations, business and prospects loss of the Companyentire investment in the securities, and will, after making an investment in the opportunity to obtain additional information to verify the accuracy securities, have sufficient means of all information so obtainedproviding for current needs and possible future contingencies without reliance upon this investment. In determining whether to forfeit SharesAdditionally, the Subscribers overall commitment to investments, which are not readily marketable, is not disproportionate to the Subscribers net worth and this Subscription Agreement will not cause such overall commitment to become excessive. (e) The Subscriber has relied solely understands and acknowledges that the securities are being offered and sold in reliance upon an exemption from registration under Section 4(2) under the Securities Act of 1933 (the “Securities Act”) and are therefore subject to the limitations on resale pursuant to Rule 144 promulgated under Section 4(a)(1) of the Securities Act (“Rule 144). Further the Subscriber understands the securities subscribed for herein are being acquired for the Subscriber’s own knowledge account and understanding risk, and not on behalf of any other person and are being purchased by the subscriber for investment and not with a view to the distribution of the Company securities. The Subscriber is aware that although there are no legal restrictions on the transferability of the securities, the Subscriber must register the securities or have an exemption from registration before the Subscriber may resell the securities. Further the Subscriber understands, there is presently a very limited public market for the securities and its business based upon no assurance of a future public market for the Subscriber’s own due diligence investigation and securities, and, accordingly, it is unlikely that the information furnished pursuant Subscriber will be readily able to this paragraph. liquidate an investment in the securities. (f) The Subscriber understands that no person has the Securities have not been authorized registered, but are being acquired by reason of a specific exemption under the Securities Act as well as under certain state statutes for transactions by an issuer not involving any public offering and that any disposition of the subject Securities may, under certain circumstances, be inconsistent with this exemption and may make the undersigned an “underwriter” within the meaning of the Securities Act. It is understood that the definition of an “underwriter” focuses on the concept of “distribution” and that any subsequent disposition of the subject Securities can only be effected in transactions, which are not considered distributions. Generally, the term “distribution” is considered synonymous with “public offering” or any other offer or sale involving general solicitation or general advertising. Under present law, in determining whether a distribution occurs when securities are sold into the public market, under certain circumstances one must consider the availability of public information regarding the issuer, a holding period for the securities sufficient to give any information assure that the persons desiring to sell the securities without registration first bear the economic risk of their investment, an a limitation on the number of securities which the stockholder is permitted to sell and on the manner of sale, thereby reducing the potential impact of the sale on the trading markets. These criteria are set forth specifically in Rule 144 promulgated under the Securities Act. After one year from the later of the date the Securities are acquired from the Issuer or to make any representations which were not furnished pursuant to this Section 3 an affiliate of the Issuer and the Subscriber full purchase price or other consideration is paid, all as calculated in accordance with Rule 144(d), sales of the Securities in reliance on Rule 144 can only be made in limited amounts in accordance with the terms and conditions of that rule. After two years from the date the Securities are fully paid for, as calculated in accordance with Rule 144(d), it can generally be sold without meeting these conditions provided the holder is not (and has not relied on any other representations or information in making its investment decision, whether written or oral, relating to been for the Company, its operations and/or its prospectspreceding three months) an affiliate of the issuer.

Subscriber Representations. The Subscriber hereby represents and warrants to the Company, as of the date hereof, Company that: (a) 6.1. This Agreement and the Operating Agreement are legal, valid and binding obligations of Subscriber, enforceable against Subscriber in accordance with their terms. 6.2. The execution, delivery and performance of this Agreement and the consummation Operating Agreement by the Subscriber are within Subscriber's powers, have been duly authorized by all necessary action (including, without limitation, action by a board of the transactions contemplated hereby directors if Subscriber is a corporation), if any, and do not violate, conflict with or constitute a default under and will not: (i) require the formation and governing documents consent or approval of the Subscriber, any person or authority; or (ii) violate or contravene any agreement, indenture or instrument to which the Subscriber is a party or (iii) provision of any law, statuterule, rule regulation or regulation to which the contractual or other restriction binding on or affecting Subscriber or Subscriber's properties. 6.3. If Subscriber is subjectan entity, or any agreement, order, judgment or decree Subscribers' principal place of business is located at the address set forth below above its signature and Subscriber was not organized for the specific purpose of acquiring the Units. 6.4. There has been made available to which the Subscriber is subject; an opportunity (bi) the Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by the Company, this Agreement is a legal, valid and binding agreement of the Subscriber, enforceable against the Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); and (c) prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives the Company or any person acting on its behalf concerning the terms and conditions of the Company concerning its investment in the CompanyUnits, as well as and (ii) to obtain any additional information and to examine any additional documents which were deemed necessary by Subscriber. Subscriber, Subscriber's attorney(s), accountant(s), and/or other representative(s), if any, have received all information and documents requested in connection with the financesinvestment in the Units. 6.5. Neither Subscriber nor Subscriber's investment advisors, operationsif any, business have been furnished any offering literature other than this Agreement, the Operating Agreement, the Purchase Agreement, the Financing Documents and any other material requested or provided by the Company pursuant to Section 6.4 above, and Subscriber and Subscriber's investment advisors, if any, have relied only on such information furnished or made available to them. 6.6. Subscriber acknowledges that Subscriber is subscribing for the Units after what Subscriber deems to be an adequate investigation of the Property, finances and prospects of the Company by Subscriber and Subscriber's advisors, if any. Subscriber is familiar with and understands the Property of the Company. 6.7. Subscriber understands that there is no public market for the Units, and the opportunity Company has no plans to obtain additional information take such action as might reasonably result in the development of such a public market. Subscriber's present financial condition is such that Subscriber has adequate means of providing for Subscriber's existing and contemplated needs, commitments and obligations and has no need for the liquidity in Subscriber's investment in the Units and is capable of bearing the economic risks attendant to verify an investment in the accuracy Units, including the total loss thereof. Subscriber's overall commitment to investments which are not readily marketable is not disproportionate to Subscriber's net worth and the making of an investment in the Units will not cause such overall commitment to become excessive. 6.8. Subscriber is acquiring the Units for Subscriber's own account, as principal, for investment purposes only and not with a view to the resale distribution of all information so obtained. In determining whether to forfeit Sharesor any part of such shares, the and Subscriber has relied solely on no present intention, agreement or arrangement to divide the Subscriber’s own knowledge and understanding Units with others or to resell, transfer or otherwise dispose of all or any part of the Company and its business based upon the Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraphUnits. The Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 3 and the Subscriber has not taken and will not take or cause to be taken any action that would cause Subscriber to be deemed an "underwriter" as defined in Section 2(11) of the Securities Act with respect to the Units. 6.9. The Units are being offered and will be sold without registration under the Securities Act under the exemption provided by Section 4(2) of the Securities Act, and Rule 506 thereunder, and without registration under any state securities laws pursuant to similar exemptions. Subscriber makes the representations, declarations and warranties herein with the intent and understanding that the same will be relied on upon in determining the availability of that exemption. 6.10. All of the information which is set forth herein respecting Subscriber is correct and complete as of the date hereof, and if there should be any other representations material change in such information prior to the acceptance of this Subscription by the Company, Subscriber will immediately furnish the revised or corrected information in making its investment decision, whether written or oral, relating to the Company. 6.11. Subscriber is an "accredited investor," as defined in Rule 501(a) of Regulation D under the Securities Act by virtue of one or more of the following (specify by checking appropriate line or lines): 6.11.1. A natural person whose individual net worth, its operations and/or its prospectsor joint net worth with Subscriber's spouse, presently exceeds $1,000,000. Yes No 6.11.2. A natural person whose individual income in each of the last two most recent years was in excess of $200,000, and who reasonably expects to reach the same income level in the current year. Yes No 6.11.3. A natural person whose joint income with Subscriber's spouse in each of the two most recent years was in excess of $300,000, and who reasonably expects to reach the same income level in the current year. Yes No 6.11.4. A director or executive officer of the Company. Yes No 6.11.5. A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units, whose purchase is directed by a sophisticated person who alone, or together with Subscriber's purchaser representative(s), has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of an investment in the Units. Yes No 6.11.6. A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended. Yes No 6.11.7. An entity in which all of the equity owners are accredited investors. Yes No 6.12. If Subscriber is not an "accredited investor" as set forth in Section 6.11 above, then Subscriber will not be permitted to Subscribe for the Units.

Subscriber Representations. The As an inducement to the Company to sell Securities to the Subscriber, and with the knowledge that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth herein in order to determine the suitability of the undersigned to acquire the Securities, the Subscriber hereby agrees, represents and warrants to the Companywarrants, as of the date hereof, thatof acceptance of the Subscriber's subscription as follows: (a) the execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents By reason of the Subscriber's knowledge and experience in financial and business matters in general, (ii) any agreementand investments in particular, indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation able to which evaluate the Subscriber is subject, or any agreement, order, judgment or decree to which merits and risks of an investment in the Subscriber is subject;Securities. (b) The Subscriber's income and net worth are such that the Subscriber is a Delaware limited liability companynot now required, validly and does not contemplate in the future being required, to dispose of any portion of any investment in the Securities to satisfy any existing and in good standing under the laws of Delaware and possesses all requisite power and authority necessary to carry out the transactions or contemplated by this Agreement. Upon execution and delivery by the Company, this Agreement is a legal, valid and binding agreement of the Subscriber, enforceable against the Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); andundertaking. (c) prior to In evaluating the execution merits and risks of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives of the Company concerning its an investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to forfeit SharesSecurities, the Subscriber has relied solely on upon the Memorandum and the advice of his, her, or its legal counsel, tax advisors, and/or investment advisors. (d) The Subscriber is able to bear the economic risks of an investment in the Securities, including, without limiting the generality of the foregoing, the risk of losing part or all of the Subscriber’s 's investment in the Securities, and the inability to sell or transfer the Securities for an indefinite period of time or at a price which would enable the Subscriber to recoup his, her, or its investment in the Securities. (e) The Subscriber's purchase of the Securities is as principal, solely for the Subscriber's own knowledge account, for investment, and understanding not with an intent to sell, or for sale in connection with any distribution of the Securities, and no other person has any interest in or right with respect to the Securities, nor has the Subscriber agreed to give any person any such interest or right in the future. (f) The Subscriber, unless specified otherwise in an addendum hereto, is an "accredited investor" as that term is defined in Section 501 of Regulation D of the Act. An "accredited investor" includes, among other persons and entities, (1) a natural person whose net worth, or joint net worth with that person's spouse, exceeds $1,000,000; (2) a natural person who has had income in excess of $200,000 in each of the two most recent years, or, with that person's spouse, in excess of $300,000 in those years, and who expects to have at least that level of income in the current year; (3) a corporation, partnership or similar business entity, not formed for the specific purpose of acquiring the Securities, with total assets in excess of $5,000,000; and (4) any entity in which all of the equity owners are accredited investors. (g) If the Subscriber is a corporation, partnership or trust, the person executing this Subscription Agreement on behalf of such entity has all right, power and authority to so execute and deliver this Subscription Agreement on behalf of such entity and that the above representations, warranties, agreements, acknowledgments and understandings shall be deemed to have been made on behalf of the person or persons for whose benefit such securities are being acquired. (h) The Company has afforded the Subscriber and his, her, or its advisors full and complete access to all information with respect to the Company and its business based upon and financial condition (to the extent that such information was possessed by the Company or could be acquired by the Company without unreasonable effort or expense) that the Subscriber and his, her, or its advisors deemed necessary in order to evaluate the merits and risks of an investment in the Securities. The Subscriber further represents and warrants that, to his, her or its knowledge his, her, or its advisors have received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries made by them in respect thereof. (i) The offer to sell Securities was directly communicated to the Subscriber’s own due diligence investigation , in such a manner that the Subscriber was able to ask questions and receive answers concerning the terms of this transaction and that at no time was the Subscriber presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement or any other form of general advertising, or invited to any promotional meeting, otherwise than in connection and concurrently with such communicated offer. No oral representations have been made or oral information furnished to the Subscriber in connection with the placement of Securities which were in any way inconsistent with the Memorandum or its exhibits. The Subscriber represents and warrants that the information furnished supplied herein is true and correct as of a date immediately prior to the Subscriber's purchase of the Securities. If the Subscriber's circumstances should change, the Subscriber shall immediately notify the Company. The representations and warranties of the Subscriber set forth herein shall survive the sale of the Securities pursuant to this paragraph. The Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 3 and the Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospectsSubscription Agreement.

Subscriber Representations. The Subscriber hereby represents and warrants to the Company, as of the date hereof, that: (a) The Subscriber's representations in this Subscription Agreement are complete and accurate to the execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents best of the Subscriber's knowledge, (ii) and the Company and any agreement, indenture or instrument to which sales agent may rely upon them. The Subscriber will notify the Subscriber is a party or (iii) Company and any law, statute, rule or regulation to which such agent immediately if any material change occurs in any of this information before the Subscriber is subject, or any agreement, order, judgment or decree to which sale of the Subscriber is subject;Shares. (b) The Subscriber is aware that the Shares are a very speculative investment in a company with an untested business plan. The Subscriber is able to bear the economic risk of an investment in the Shares for an indefinite period of time, can afford the loss of the entire investment in the Shares, and will, after making an investment in the securities, have sufficient means of providing for Subscriber’s current needs and possible future contingencies. Additionally, the Subscriber's overall commitment to investments which are not readily marketable is not disproportionate to Subscriber’s net worth and this Subscription will not cause such overall commitment to become excessive. (c) The Shares subscribed for herein will not be sold by the Subscriber without registration under applicable securities acts or a proper exemption from such registration. The Subscriber also understands and agrees that the Shares will be subject to additional restrictions on transferability that are imposed by the participation agreement. (d) The Shares subscribed for herein are being acquired for the Subscriber's own account and risk, for investment purposes, and not on behalf of any other person or with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933. The Subscriber is aware that there are substantial restrictions on the transferability of the Shares. (e) The Subscriber has had access to any and all information concerning the Company which the Subscriber and the Subscriber's financial, tax and legal advisors required or considered necessary to make a proper evaluation of this investment. In making the decision to purchase the Shares herein subscribed for, the Subscriber and his or her advisers have relied solely upon their own independent investigations, and fully understand that there are no guarantees, assurances or promises in connection with any investment hereunder and understand that the particular tax consequences arising from this investment in the Company will depend upon the individual circumstances of the Subscriber. The Subscriber further understands that no opinion is being given as to any securities or tax matters involving the offering. (f) All of the representations and warranties of the Subscriber contained herein and all information furnished by the Subscriber to the Company are true, correct and complete in all respects, and the Subscriber agrees to notify the Company immediately of any change in any representation, warranty or other information set forth herein. (g) The Subscriber also understands and agrees that stop transfer instructions relating to the Shares will be placed in the Company's stock transfer ledger, and that the certificates evidencing the Shares sold will bear legends in substantially the following form: The securities represented by this certificate have not been registered under the Securities Act of 1933 (the "Act") and are "restricted securities" as that term is defined in Rule 144 under the Act. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the Company. (h) Subscriber has been given the unrestricted opportunity to ask questions of, and receive answers from, the Company, or persons acting on its behalf, concerning the terms and conditions of, and all other matters relating to the offering, and has been given the unrestricted opportunity to obtain such additional information with respect to the offering as he has desired, including, but not limited to, any additional information necessary to verify the accuracy of the information set forth in the attached documentation. The undersigned has carefully read the Company's Private Placement Memorandum, dated May 11, 2007(the “Memorandum”), annual report on Form 10-KSB, dated September, 30, 2006, Form 10-QSB, dated December 31, 2006, current report on Form 8-K, dated April 27, 2007, and definitive proxy statement relating to the Company’s annual meeting that was held on March 26, 2007 (collectively, the “SEC Filings”). Except as set forth in this Subscription Agreement and the SEC Filings, the Subscriber is a Delaware limited liability companynot relying on any representations, validly existing warranties or information from the Company in making an investment decision. (i) The Subscriber knows that the Shares subscribed for herein are offered and in good standing sold pursuant to exemptions from registration under the laws Securities Act of Delaware 1933, and possesses all requisite power state securities law based, in part, on these warranties and authority necessary to carry out representations, which are the transactions contemplated very essence of this Subscription Agreement, and constitute a material part of the bargained-for consideration without which this Subscription Agreement would not have been executed. (j) By reason of the Subscriber's business or financial experience or the business or financial experience of professional advisors who are unaffiliated with and who are not compensated by this Agreement. Upon execution and delivery by the Company or any affiliate or selling agent of the Company, directly or indirectly, the Subscriber has the capacity to protect Subscriber’s own interest in connection with this transaction or has a pre-existing personal or business relationship with the Company or one or more of its officers, directors or controlling persons consisting of personal or business contacts of a nature and duration such as would enable a reasonably prudent purchaser to be aware of the character, business acumen and general business and financial circumstances of such person with whom such relationship exists. (k) This Subscription Agreement is when fully executed and delivered by the Company will constitute a legal, valid and legally binding agreement obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. The Subscriber, except if it is a partnership, joint venture, corporation, trust or other entity, was not formed or organized for the specific purpose of acquiring the Shares. The purchase of the Shares by the Subscriber, if it is an entity investor, is a permissible investment in accordance with the Subscriber's Articles of Incorporation, by-laws, partnership agreement, declaration of trust or other similar charter document, and has been duly approved by all requisite action by the entity's owners, directors, officers or other authorized managers. The person signing this document and all documents necessary to consummate the purchase of the shares has all requisite authority to sign such documents on behalf of the Subscriber, if it is an entity investor. (l) The Subscriber has not duplicated or distributed the Memorandum to anyone other than his personal advisors, and will not do so in the future. (m) The Shares offered hereby were not offered to the Subscriber by way of general solicitation or general advertising and at no time was the Subscriber presented with or solicited by means of any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement. (n) By entering into this Subscription Agreement, the undersigned Subscriber acknowledges receipt of the Memorandum. (o) If initialed below, the Subscriber represents that Subscriber is an "accredited investor" as defined under Rule 501 of Regulation D by reason of: FOR INDIVIDUALS ONLY (INITIAL IF APPLICABLE): ______ Initial Here 1. I had individual income (exclusive of any income attributable to my spouse) in excess of $200,000 in each of the most recent two years and I reasonably expect to have an individual income in excess of $200,000 for the current year, or I had joint income with my spouse in excess of $300,000 in each of those years and I reasonably expect to have a joint income with my spouse in excess of $300,000 for the current year. ______ Initial Here 2. I have an individual net worth, or my spouse and I have a combined individual net worth, in excess of $1,000,000. For purposes of this Subscription Agreement, "individual net worth" means the excess of total assets at fair market value, including home and personal property, over total liabilities. ______ Initial Here 3. I am qualified as an "accredited investor" pursuant to Rule 501(a) of Regulation D of the 1933 Act for the following reason: __________________________________________________________________ FOR CORPORATIONS AND PARTNERSHIPS ONLY (INITIAL IF APPLICABLE): ______ Initial Here 1. The undersigned hereby certifies that the Partnership or Corporation which he/she represents possesses total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring the securities offered by Company. ______ Initial Here 2. The undersigned hereby certifies personally, and on behalf of the Partnership or Corporation which he/she represents, that all of the beneficial owners of equity qualify individually as accredited investors under the individual accredited investor test set forth above. FOR TRUSTS ONLY (INITIAL IF APPLICABLE): ______ Initial Here 1. The undersigned hereby certifies that the trust which he/she represents possesses total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring the securities offered by Company, and that the purchase of the securities is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of the Act. ______ Initial Here 2. The undersigned hereby certifies personally, and on behalf of the trust that he/she represents, that such enforceability trust is a revocable trust which may be limited amended or revoked at any time by applicable bankruptcythe grantors, insolvencyand all the grantors are accredited individual investors under the individual accredited investor test set forth above. FOR TRUSTEES AND AGENTS (READ AND INITIAL BOTH STATEMENTS): ______ Initial Here 1. The undersigned hereby acknowledges that he/she is acting as an agent or trustee for the following person or entity: ______ Initial Here 2. The undersigned ▇▇▇▇▇▇ agrees to provide to Company, fraudulent conveyance upon Company's request, the following documents: (a) a copy of the trust agreement, power of attorney or similar laws affecting other instrument granting the enforcement power and authority to execute and deliver the Subscription Agreement, or (b) an opinion of creditors’ rights generally counsel verifying the undersigned's power and subject authority to general principles execute and deliver the Subscription Agreement. FOR RETIREMENT OR EMPLOYEE BENEFIT PLANS (INITIAL IF APPLICABLE): ______ Initial Here 1. The undersigned hereby certifies that the plan which he/she represents is an employee benefit plan within the meaning of equity the Employment Retirement Income Security Act of 1974 (regardless "ERISA") and that either ______ Initial Here (a) the decision to invest in the securities was made by a plan fiduciary, as defined in Section 3(21) of whether enforcement ERISA, which is sought either a bank, savings and loan association, insurance company, or registered investment advisor, or ______ Initial Here (b) the employee benefit plan has total assets in a proceeding at law excess of $5,000,000, or in equity); and ______ Initial Here (c) prior the plan is a self-directed plan, the decision to invest in the securities was made solely by a person that is an accredited investor, and each of the following statements is true with respect to that plan: · the plan provides for segregated accounts for each plan participant, · the document governing the plan provides each participant with the power to direct each particular investment to the execution extent of this Agreementthe participant's voluntary contributions plus any portion of employer contributions that have vested to the participant's benefit, and · the decision to invest in the securities was made pursuant to the plan participant's power to direct the investment of his or her account in the plan trust. As evidence of the foregoing, the Subscriber has had the opportunity to ask questions of and receive answers from representatives of the Company concerning its investment undersigned will complete if requested a Purchaser Questionnaire in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to forfeit Sharesform attached hereto, the Subscriber has relied solely on the Subscriber’s own knowledge and understanding contents of the Company and its business based upon the Subscriber’s own due diligence investigation and the information furnished pursuant which, if completed, are hereby certified to this paragraph. The Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 3 and the Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospectsbe correct.

Subscriber Representations. The Subscriber hereby represents and warrants to the Company, as of the date hereof, thatfollows: (a) The Subscriber has full power and authority to enter into, deliver and perform this Subscription Agreement and to consummate the executiontransactions contemplated hereby. This Subscription Agreement is the valid and binding obligation of the Subscriber, enforceable against him or her in accordance with its terms. The Subscriber has the capacity to execute and deliver this Subscription Agreement and to perform his or her obligations hereunder. (b) The execution and delivery and performance of this Subscription Agreement and the consummation by the Subscriber of the transactions contemplated hereby do will not violate, conflict with violate any provision of any agreement or constitute a default under (i) the formation and governing documents of the Subscriber, (ii) any agreement, indenture or instrument contract to which the Subscriber is a party or (iii) by which he or she is bound or any applicable law, statuteordinance, rule or regulation to which of any governmental body having jurisdiction over the Subscriber is subject, or any agreement, order, judgment or decree applicable to which the Subscriber is subject; (b) the Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by the Company, this Agreement is a legal, valid and binding agreement of the Subscriber, enforceable against the Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); and. (c) prior The Subscriber is acquiring the Common Stock for his or her own account for investment only and not for or with a view to resale or distribution. The Subscriber has not entered into any contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else the execution of this Agreement, Common Stock which he or she is subscribing to purchase and the Subscriber has had no present plans or intentions to enter into any such contract, undertaking, agreement or arrangement. (d) The Subscriber can bear the opportunity economic risk of losing his or her entire investment in the Common Stock. The Subscriber is prepared to ask questions bear the economic risk of and receive answers from representatives this investment for an indefinite time. (e) The overall commitment of the Company concerning its Subscriber to investments which are not readily marketable is not disproportionate to the Subscriber’s net worth, and an investment in the Common Stock will not cause such overall commitment to become excessive. The Subscriber’s need for diversification in the Subscriber’s investment portfolio will not be impaired by an investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to forfeit Shares, the . (f) The Subscriber has relied solely on adequate means of satisfying the Subscriber’s own knowledge short term needs for cash and understanding of has no present need for liquidity which would require the Company and its business based upon Subscriber to sell the Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. Common Stock. (g) The Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to substantial experience in making investment decisions of this Section 3 type and the Subscriber has not relied on any other representations such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Company without the assistance of a purchaser representative. (h) The principal residence of the Subscriber is in the location indicated in the address beneath his or information in making its investment decisionher signature at the end of this Subscription Agreement. Unless otherwise indicated, whether written or oralall communications, contacts and discussions relating to the Companyoffering of Common Stock occurred in the location in which the Subscriber maintains his or her residence. (i) The Subscriber is an “accredited investor” within the meaning of Section 501(a) of Regulation D, its operations and/or its prospectsas adopted pursuant to the Securities Act of 1933.

Subscriber Representations. The Subscriber hereby represents represents, warrants --------------------------- and warrants acknowledges and agrees with the Company and Placement Agent as follows: 7.1 Subscriber has been furnished with and has carefully read the Disclosure Documents as set forth in Section 2.1 hereto and is familiar with the terms of the Offering. With respect to individual or partnership tax and other economic considerations involved in this investment, Subscriber is not relying on the Company or the Placement Agent (or any agent or representative of any of them). Subscriber has carefully considered and has, to the Companyextent Subscriber believes such discussion necessary, as of the date hereof, that: (a) the execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate, conflict discussed with or constitute a default under (i) the formation and governing documents of the Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject; (b) the Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by the Company, this Agreement is a 's legal, valid tax, accounting and binding agreement financial advisers the suitability of an investment in the Securities for Subscriber, enforceable against the Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally 's particular tax and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); andfinancial situation. (c) prior to the execution of this Agreement, the 7.2 Subscriber has had an opportunity to inspect relevant documents relating to the organization and operations of the Company. Subscriber acknowledges that all documents, records and books pertaining to this investment which Subscriber has requested have been made available for inspection by Subscriber and Subscriber's attorney, accountant or other adviser(s). 7.3 Subscriber and/or Subscriber's advisor(s) has/have had a reasonable opportunity to ask questions of and receive answers and to request additional relevant information from representatives a person or persons acting on behalf of the Company concerning its the Offering. 7.4 Subscriber is not subscribing for the Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar. 7.5 Subscriber is an "accredited investor," within the meaning of Rule 501(a) of Regulation D under the Securities Act ("Regulation D"). Subscriber, by reason of Subscriber's business or financial experience or the business or financial experience of Subscriber's professional advisers who are unaffiliated with and who are not compensated by the Company or the Placement Agent or any affiliate of either of them, directly or indirectly, can be reasonably assumed to have the capacity to protect Subscriber's own interests in connection with the transaction. Subscriber further acknowledges that he has read the written materials provided by the Company. 7.6 Subscriber has adequate means of providing for Subscriber's current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the CompanySecurities for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment. 7.7 Subscriber has such knowledge and experience in financial, tax and business matters so as well to enable Subscriber to use the information made available to Subscriber in connection with the Offering to evaluate the merits and risks of an investment in the Securities and to make an informed investment decision with respect thereto. 7.8 Subscriber acknowledges that the Securities and Underlying Common Stock herein subscribed for have not been registered under the Securities Act or under any State Act. Subscriber understands further that in absence of an effective Registration Statement, the Securities and Underlying Common Stock can only be sold pursuant to an exemption from registration, such as Rule 144 promulgated under the financesSecurities Act, operationswhich requires, business and prospects among other conditions, that the Common Stock must be held for a minimum of one (1) year. 7.9 Subscriber recognizes that investment in the Securities involves substantial risks. Subscriber further recognizes that no federal or state agencies have passed upon this offering of the CompanySecurities or made any finding or determination as to the fairness of this investment. 7.10 Subscriber acknowledges that each certificate representing the Securities and Underlying Common Stock shall contain a legend substantially in the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL (WHICH OPINION AND COUNSEL ARE SATISFACTORY TO THE COMPANY)CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 7.11 If this Agreement is executed and delivered on behalf of a partnership, corporation, trust or estate: (i) such partnership, corporation, trust or estate has the opportunity full legal right and power and all authority and approval required (a) to obtain additional execute and deliver, or authorize execution and delivery of, this Agreement and all other instruments executed and delivered by or on behalf of such partnership, corporation, trust or estate in connection with the purchase of the Securities, (b) to delegate authority pursuant to a power of attorney and (c) to purchase and hold such Securities; (ii) the signature of the party signing on behalf of such partnership, corporation, trust or estate is binding upon such partnership, corporation, trust or estate; and (iii) such partnership, corporation or trust has not been formed for the specific purpose of acquiring the Securities, unless each beneficial owner of such entity is qualified as an "accredited investor" within the meaning of Regulation D and has submitted information substantiating such individual qualification. 7.12 If Subscriber is a retirement plan or is investing on behalf of a retirement plan, Subscriber acknowledges that investment in the Securities poses risks in addition to verify those associated with other investments, including the accuracy of all inability to use losses generated by an investment in the Securities to offset taxable income. 7.13 The information so obtained. In determining whether to forfeit Shares, furnished by Subscriber in the Subscriber has relied solely on the Subscriber’s own knowledge Questionnaire signed by Subscriber is true and understanding accurate as of the Company date thereof and its business based upon as of the Subscriber’s own due diligence investigation Closing Date of the Subscription and the information furnished pursuant to this paragraph. The Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 3 and the Subscriber has not relied on any other representations or information Subscription executed by Subscriber in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospectsOffering.

Subscriber Representations. The Subscriber hereby represents and warrants to the Company, as of the date hereof, thatfollows: (a) The Subscriber has full power and authority to enter into, deliver and perform this Subscription Agreement and to consummate the executiontransactions contemplated hereby. This Subscription Agreement is the valid and binding obligation of the Subscriber, enforceable against him or her in accordance with its terms. The Subscriber has the capacity to execute and deliver this Subscription Agreement and to perform his or her obligations hereunder. The Subscriber has readily available funds with which to pay the Subscription Price. (b) The execution and delivery and performance of this Subscription Agreement and the consummation by the Subscriber of the transactions contemplated hereby do will not violate, conflict with violate any provision of any agreement or constitute a default under (i) the formation and governing documents of the Subscriber, (ii) any agreement, indenture or instrument contract to which the Subscriber is a party or (iii) by which it, he or she is bound or any applicable law, statuteordinance, rule or regulation to which of any governmental body having jurisdiction over the Subscriber is subject, or any agreement, order, judgment or decree applicable to which the Subscriber is subject; (b) the Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by the Company, this Agreement is a legal, valid and binding agreement of the Subscriber, enforceable against the Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); and. (c) prior The Subscriber is acquiring the Common Stock for his or her own account for investment only and not for or with a view to resale or distribution. The Subscriber has not entered into any contract, undertaking, agreement or arrangement with any person to sell, transfer or pledge to such person or anyone else the execution of this AgreementCommon Stock which it, he or she is subscribing to purchase and the Subscriber has had no present plans or intentions to enter into any such contract, undertaking, agreement or arrangement. (d) The Subscriber can bear the opportunity economic risk of losing its, his or her entire investment in the Common Stock. The Subscriber is prepared to ask questions bear the economic risk of and receive answers from representatives this investment for an indefinite time. (e) The overall commitment of the Company concerning its Subscriber to investments which are not readily marketable is not disproportionate to the Subscriber’s net worth, and an investment in the Common Stock will not cause such overall commitment to become excessive. The Subscriber’s need for diversification in the Subscriber’s investment portfolio will not be impaired by an investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to forfeit Shares, the . (f) The Subscriber has relied solely on adequate means of satisfying the Subscriber’s own knowledge short term needs for cash and understanding of has no present need for liquidity which would require the Company and its business based upon Subscriber to sell the Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. Common Stock. (g) The Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to substantial experience in making investment decisions of this Section 3 type and the Subscriber has not relied on any other representations such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Company without the assistance of a purchaser representative. (h) The principal place of business of the Subscriber is in the location indicated in the address beneath his or information in making its investment decisionher signature at the end of this Subscription Agreement. Unless otherwise indicated, whether written or oralall communications, contacts and discussions relating to the Companyoffering of Common Stock occurred in the location in which the Subscriber maintains his or her residence. (i) The Subscriber is an “accredited investor” within the meaning of Section 501(a) of Regulation D, its operations and/or its prospectsas adopted pursuant to the Securities Act of 1933.

Subscriber Representations. The Subscriber hereby represents represents, warrants and warrants acknowledges and agrees with the Company as follows: 5.1 The Subscriber acknowledges that it is acquiring the Common Stock for Subscriber’s own account and for the purpose of investment and not with a view to any distribution or resale thereof within the meaning of the Securities Act of 1933, as amended (the “Act”), and any applicable state or other securities laws (“State Acts”). The Subscriber further agrees that Subscriber will not sell, assign, transfer or otherwise dispose of any of the Common Stock in violation of the Act or State Acts and acknowledges that, in taking unregistered securities, it must continue to bear the economic risk of its investment for an indefinite period of time because of the fact that the shares of Common Stock have not been registered under the Act or State Acts and further realizes that such shares of Common Stock cannot be sold, assigned, transferred or otherwise disposed of unless subsequently registered under the Act and State Acts or an exemption from such registration is available. The Subscriber agrees that any such transfer shall be covered by the terms of the Shareholders Agreement of the Company. The Subscriber further recognizes that the Company is not assuming any obligation to register such shares of Common Stock. 5.2 The Subscriber has been furnished with and has carefully read the Confidential Private Placement Memorandum and is familiar with and understands the terms of the Offering. With respect to individual or partnership tax and other economic considerations involved in this investment, the Subscriber is not relying on the Company (or any agent or representative of the Company). The Subscriber has carefully considered and has, to the Companyextent the Subscriber believes such discussion necessary, as discussed with the Subscriber’s professional legal, tax, accounting and financial advisors, the suitability of an investment in the date hereof, that: (a) Common Stock for the execution, delivery Subscriber’s particular tax and performance of this Agreement financial situation and has determined that the consummation Common Stock being subscribed for by the Subscriber of the transactions contemplated hereby do not violate, conflict with or constitute are a default under (i) the formation and governing documents of suitable investment for the Subscriber. 5.3 The Subscriber acknowledges that all documents, (ii) any agreement, indenture or instrument records and books pertaining to this investment which the Subscriber is a party or (iii) any law, statute, rule or regulation to which has requested have been made available for inspection by the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject; (b) the Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by the Company, this Agreement is a legal, valid and binding agreement of the Subscriber’s attorney, enforceable against accountant or other advisor(s). 5.4 The Subscriber and/or the Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in Subscriber’s advisor(s) has/have had a proceeding at law or in equity); and (c) prior to the execution of this Agreement, the Subscriber has had the reasonable opportunity to ask questions of and receive answers from representatives a person or persons acting on behalf of the Company concerning its investment the Offering and all such questions have been answered to the full satisfaction of the Subscriber. 5.5 The Subscriber is not subscribing for shares of Common Stock as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or meeting. 5.6 The Subscriber is an “accredited investor,” within the Companymeaning of Rule 501(a) of Regulation D under the Act. The Subscriber, as well as by reason of the finances, operations, Subscriber’s business or financial experience or the business or financial experience of the Subscriber’s professional advisors who are unaffiliated with and prospects who are not compensated by the Company or any affiliate of the Company, and directly or indirectly, can be reasonably assumed to have the opportunity capacity to obtain additional information to verify protect its interests in connection with an investment in the accuracy of all information so obtained. In determining whether to forfeit SharesCommon Stock. 5.7 If the Subscriber is a natural person, the Subscriber is at least 21 years of age and has relied solely on adequate means of providing for the Subscriber’s own current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Common Stock for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment. 5.8 The Subscriber or the Subscriber’s purchaser representative, as the case may be, has such knowledge and understanding experience in financial, tax and business matters so as to enable the Subscriber to utilize the information made available to the Subscriber in connection with the Offering to evaluate the merits and risks of an investment in the Common Stock and to make an informed investment decision with respect thereto. 5.9 The Subscriber has not distributed the Confidential Private Placement Memorandum, or any part thereof, to anyone other than his, her or its legal and financial advisors and purchaser representative(s), if any, and no one except such advisors has used such document. Neither the Subscriber nor his, her or its purchaser representative(s) has made any copies thereof. 5.10 All of the information set forth herein is correct and complete as of the date hereof, and if there should be any material change in such information prior to the acceptance of this Subscription Agreement by the Company, the Subscriber will immediately furnish the revised or corrected information to the Company. 5.11 The Subscriber acknowledges that the Business Plan was prepared exclusively by the Company and its business the balance of the Confidential Private Placement Memorandum was prepared based upon on information provided by the Subscriber’s own due diligence investigation Company, and the information furnished pursuant to this paragraph. The Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 3 and the Subscriber has not relied on any other representations or information in making its investment decisionparty, whether written or oralincluding ▇▇▇▇▇▇, relating ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, legal counsel to the Company, its operations and/or its prospectsshall be responsible for any misstatements or omissions in the Confidential Private Placement Memorandum.

Subscriber Representations. The Subscriber hereby represents represents, warrants and warrants acknowledges and agrees with the Company as follows: 7.1 Subscriber has been furnished with and has carefully read the materials set forth in Section 2.1 hereto and is familiar with and understands the terms of the Offering. With respect to individual or partnership tax and other economic considerations involved in this investment, Subscriber is not relying on the Company (or any agent or representative of any of them). Subscriber has carefully considered and has, to the Companyextent Subscriber believes such discussion necessary, as discussed with Subscriber’s professional legal, tax, accounting and financial advisers the suitability of an investment in the Shares for Subscriber’s particular tax and financial situation and has determined that the Shares being subscribed for by Subscriber are a suitable investment for Subscriber. 7.2 Subscriber has received all information Subscriber considers necessary or advisable to make a decision concerning its Subscription for the Shares, and has had an opportunity to inspect relevant documents relating to the organization and operations of the date hereofCompany. Subscriber acknowledges that all documents, that: (a) the execution, delivery records and performance of books pertaining to this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of the Subscriber, (ii) any agreement, indenture or instrument to investment which the Subscriber is a party or (iii) any law, statute, rule or regulation to which the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject; (b) the Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by the Company, this Agreement is a legal, valid and binding agreement of the Subscriber, enforceable against the Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); and (c) prior to the execution of this Agreement, the Subscriber has requested have been made available for inspection by Subscriber and Subscriber’s attorney, accountant or other adviser(s). 7.3 Subscriber and/or Subscriber’s advisor(s) has/have had the a reasonable opportunity to ask questions of and receive answers and to request additional relevant information from representatives a person or persons acting on behalf of the Company concerning the Offering and all such questions have been answered to the full satisfaction of Subscriber and such information requested has been provided by the Company. 7.4 Subscriber is not subscribing for the Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or meeting. 7.5 Subscriber is an “accredited investor,” within the meaning of Rule 501(a) of Regulation D under the Act. Subscriber, by reason of Subscriber’s business or financial experience or the business or financial experience of Subscriber’s professional advisers who are unaffiliated with and who are not compensated by the Company or any affiliate of either of them, directly or indirectly, can be reasonably assumed to have the capacity to protect its interests in connection with an investment in the CompanyShares. 7.6 If Subscriber is a natural person, Subscriber has adequate means of providing for Subscriber’s current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Shares for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment. 7.7 Subscriber or Subscriber’s purchaser representative, as well the case may be, has such knowledge and experience in financial, tax and business matters so as to enable Subscriber to utilize the financesinformation made available to Subscriber in connection with the Offering to evaluate the merits and risks of an investment in the Shares and to make an informed investment decision with respect thereto. 7.8 Subscriber acknowledges that the Shares herein subscribed for have not been registered under the Act and under any State Act. Subscriber understands further that in absence of an effective Registration Statement, operationsthe Shares can only be sold pursuant to some exemption from registration, business and prospects such as Rule 144 of the CompanyAct, and which requires, among other conditions that the opportunity to obtain additional information to verify the accuracy Shares must be held for a minimum of all information so obtainedone (1) year. In determining whether to forfeit SharesSubscriber will not sell, the Subscriber has relied solely on the Subscriber’s own knowledge and understanding assign, transfer or otherwise dispose of the Company Shares unless they are registered under the Act and its business based upon the Subscriber’s own due diligence investigation and the information furnished any applicable State Act or pursuant to this paragraph. The available exemptions from such registration, provided that Subscriber understands that no person has been authorized delivers to give any information or to make any representations the Company an opinion of counsel, which were not furnished pursuant to this Section 3 counsel and the Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral, relating opinion shall be reasonably satisfactory to the Company, its operations and/or its prospectsconfirming the availability of such exemption. Subscriber represents that Subscriber is purchasing the Shares for Subscriber’s own account, for investment and not with a view to resale or distribution except in compliance with the Act and the restrictions contained in the immediately preceding sentence. 7.9 Subscriber recognizes that investment in the Securities involves substantial risks, including loss of the entire amount of such investment, has taken full cognizance of and understands all of the risks related to a purchase of the Shares. Subscriber acknowledges and agrees that Subscriber has read and understands the risks described in the sections of the Reports entitled “Risk Factors.” Subscriber further recognizes that no Federal or state agencies have passed upon this offering of the Securities or made any finding or determination as to the fairness of this investment. 7.10 Subscriber acknowledges that each certificate representing the Shares shall contain a legend substantially in the following form: 7.11 Subscriber acknowledges and agrees that it shall not be entitled to seek any remedies with respect to the Offering from any party other than the Company. 7.12 If this Agreement is executed and delivered on behalf of a partnership, corporation, trust or estate: (i) such partnership, corporation, trust or estate has the full legal right and power and all authority and approval required (a) to execute and deliver, or authorize execution and delivery of, this Agreement and all other instruments executed and delivered by or on behalf of such partnership, corporation, trust or estate in connection with the purchase of the Securities, (b) to delegate authority pursuant to a power of attorney and (c) to purchase and hold such Securities; (ii) the signature of the party signing on behalf of such partnership, corporation, trust or estate is binding upon such partnership, corporation, trust or estate; and (iii) such partnership, corporation or trust has not been formed for the specific purpose of acquiring the Securities, unless each beneficial owner of such entity is qualified as an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Act (“Regulation “D”) and has submitted information substantiating such individual qualification. 7.13 If Subscriber is a retirement plan or is investing on behalf of a retirement plan, Subscriber acknowledges that investment in the Securities poses risks in addition to those associated with other investments, including the inability to use losses generated by an investment in the Securities to offset taxable income. 7.14 Subscriber shall indemnify and hold harmless the Company and each officer, director or control person of any such entity, who is or may be a party or is or may be threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of or arising from any actual or alleged misrepresentations or misstatement of facts or omission to represent or state facts made or alleged to have been made by Subscriber to the Company (or any agent or representative of either of them) or omitted or alleged to have been omitted by Subscriber, concerning Subscriber or Subscriber’s authority to invest or financial position in connection with the Offering, including, without limitation, any such misrepresentation, misstatement or omission contained in the Subscriber Questionnaire or any other document submitted by Subscriber, against losses, liabilities and expenses actually and reasonably incurred by the Company or any officer, director or control person of any such entity in connection with such action, suit or proceeding for which the Company or such officer, director or control person has not otherwise been reimbursed (including attorneys’ fees, judgments, fines and amounts paid in settlement).

Subscriber Representations. The Subscriber hereby represents and warrants to the Company, as of the date hereof, that: (a) The Subscriber's representations in this Subscription Agreement are complete and accurate to the execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents best of the Subscriber's knowledge, (ii) and the Company may rely upon them. The Subscriber will notify the Company immediately if any agreement, indenture or instrument to which material change occurs in any of the Subscriber is a party or (iii) any law, statute, rule or regulation to which information before the Subscriber is subject, or any agreement, order, judgment or decree to which sale of the Subscriber is subject;Shares. (b) The Subscriber is either (1) an "accredited investor" as defined under Rule 501 of Regulation D and, the Subscriber, either alone or in conjunction with the Subscriber's purchaser representative(s) if any, has such knowledge and experience in financial and business matters as to be able to evaluate the merits and risks of an investment herein, or (2) is able to bear the economic risk of an investment in the Shares for an indefinite period of time, can afford to risk the loss of the entire investment in the Shares, and will, after making an investment in the Shares, have sufficient means of providing for his (or her) current needs and possible future contingencies. Additionally, the Subscriber's overall commitment to investments which are not readily marketable is not disproportionate to his (or her) net worth and this Subscription Agreement will not cause such overall commitment to become excessive. (c) The Subscriber understands and acknowledges that, the securities are being offered and sold in reliance upon an exemption from registration under Rule 506 of Regulation D promulgated under the Securities Act of 1933 (the "Act"), and are therefore subject to limitations on resale, the securities subscribed for herein are nonetheless being acquired for the Subscriber's own account and risk, and not on behalf of any other person. The Subscriber is aware that there are restrictions on the transferability of the securities, meaning that the securities cannot be sold for at least a six months without registering them, there is presently no established public market for the securities and no assurance of a future public market for the securities, and, accordingly, it is unlikely that the Subscriber will be able to readily liquidate an investment in the securities. (d) The Subscriber hereby agrees that Subscriber does not have the right to cancel this Subscription Agreement, which shall survive the death, disability, or the cessation of existence as a legal entity, of the Subscriber. Further, the Subscriber agrees that he does not have the right, and will not attempt, to transfer his interest herein. (e) The Subscriber has had access to any and all information concerning the Company which the Subscriber and the Subscriber's financial, tax and legal advisors required or considered necessary to make a proper evaluation of this investment. In making the decision to purchase the securities herein subscribed for, the Subscriber and his advisers have relied solely upon their own independent investigations, and fully understand that there are no guarantees, assurances or promises in connection with any investment hereunder and understand that the particular tax consequences arising from this investment in the Company will depend upon the individual circumstances. The Subscriber further understands that no opinion is a Delaware being given as to any securities, tax or other matters involving the Shares. (f) The Subscriber has been given the unrestricted opportunity to ask questions of, and receive answers from, the Company, or persons acting on its behalf, concerning the terms and conditions of, and all other matters relating to the offering, and has been given the unrestricted opportunity to obtain such additional information with respect to the offering as he has desired, including, but not limited liability companyto, validly existing any additional information necessary to verify the accuracy of the information set forth in the attached documentation. The undersigned has carefully read all material provided by the Company and in good standing has no further questions with respect thereto. (g) The Subscriber knows that the securities subscribed for herein are offered and sold pursuant to exemptions from registration under the laws Securities Act of Delaware 1933, and possesses all requisite power state securities law based, in part, on the Subscriber's warranties and authority necessary to carry out representations, which are the transactions contemplated by very essence of this Subscription Agreement. Upon execution , and delivery constitute a material part of the bargained-for consideration without which this Subscription Agreement would not have been executed by the Company. (h) By reason of the Subscriber's business or financial experience or the business or financial experience of professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, the Subscriber has the capacity to protect his own interest in connection with this transaction or has a preexisting personal or business relationship with the Company or one or more of its officers, directors or controlling persons consisting of personal or business contacts of a nature and duration such as would enable a reasonably prudent purchaser to be aware of the character, business acumen and general business and financial circumstances of such person with whom such relationship exists. (i) This Agreement is when fully executed and delivered by the Company will constitute a legal, valid and legally binding agreement obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. The Subscriber, except as such enforceability may be limited by applicable bankruptcyif it is a partnership, insolvencyjoint venture, fraudulent conveyance corporation, trust or similar laws affecting other entity, was not formed or organized for the enforcement specific purpose of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); and (c) prior to acquiring the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives Shares. The purchase of the Company concerning its Shares by the Subscriber, if it is an entity investor, is a permissible investment in accordance with the CompanySubscriber's articles of incorporation, as well as by-laws, partnership agreement, declaration of trust or other similar charter document, and has been duly approved by all requisite action by the financesentity's owners, operationsdirectors, business officers or other authorized managers. The person signing this document and prospects all documents necessary to consummate the purchase of the Company, and the opportunity Shares has all requisite authority to obtain additional information to verify the accuracy sign such documents on behalf of all information so obtained. In determining whether to forfeit Shares, the Subscriber has relied solely on the Subscriber’s own knowledge and understanding of the Company and its business based upon the Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. The Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 3 and the Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospectsif it is an entity investor.

Subscriber Representations. The Subscriber hereby represents and warrants to the Company, as of the date hereof, that: (a) The Subscriber's representations in this Subscription Agreement are complete and accurate to the execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents best of the Subscriber's knowledge, (ii) and the Issuer and any agreement, indenture or instrument to which sales agent may rely upon them. The Subscriber will notify the Subscriber is a party or (iii) Issuer and any law, statute, rule or regulation to which such agent immediately if any material change occurs in any of this information before the Subscriber is subject, or any agreement, order, judgment or decree to which sale of the Subscriber is subject;Units. (b) The Subscriber is able to bear the economic risk of an investment in the securities for an indefinite period of time, can afford the loss of the entire investment in the securities, and will, after making an investment in the securities, have sufficient means of providing for his (or her) current needs and possible future contingencies. Additionally, the Subscriber's overall commitment to investments which are not readily marketable is not disproportionate to his (or her) net worth and this Subscription will not cause such overall commitment to become excessive. (c) The securities subscribed for herein will not be sold by the Subscriber without registration under applicable securities acts or a proper exemption from such registration. (d) The securities subscribed for herein are being acquired for the Subscriber's own account and risk, for investment purposes, and not on behalf of any other person or with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933. The Subscriber is aware that there are substantial restrictions on the transferability of the securities. (e) The Subscriber has had access to any and all information concerning the Issuer which the Subscriber and the Subscriber's financial, tax and legal advisors required or considered necessary to make a Delaware limited liability companyproper evaluation of this investment. In making the decision to purchase the securities herein subscribed for, validly existing the Subscriber and his or her advisers have relied solely upon their own independent investigations, and fully understand that there are no guarantees, assurances or promises in good standing connection with any investment hereunder and understand that the particular tax consequences arising from this investment in the Issuer will depend upon the individual circumstances of the Subscriber. The Subscriber further understands that no opinion is being given as to any securities or tax matters involving the offering. (f) All of the representations and warranties of the Subscriber contained herein and all information furnished by the Subscriber to the Issuer are true, correct and complete in all respects, and the Subscriber agrees to notify the Issuer immediately of any change in any representation, warranty or other information set forth herein. (g) The Subscriber also understands and agrees that stop transfer instructions relating to the securities will be placed in the Issuer's stock transfer ledger, and that the certificates evidencing the securities sold will bear legends in substantially the following form: The securities represented by this Certificate have not been registered under the laws Securities Act of Delaware 1933 (the "Act") and possesses are "restricted securities" as that term is defined in Rule 144 under the Act. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the Issuer. (h) Subscriber has been given the unrestricted opportunity to ask questions of, and receive answers from, the Issuer, or persons acting on its behalf, concerning the terms and conditions of, and all requisite power other matters relating to the offering, and authority has been given the unrestricted opportunity to obtain such additional information with respect to the offering as he has desired, including, but not limited to, any additional information necessary to carry out verify the transactions contemplated by accuracy of the information set forth in the attached documentation. The undersigned has carefully read the Issuer's Confidential Private Placement Memorandum dated December 4, 1997, (the "Memorandum") and all material attached to or accompanying the Memorandum as specified therein. Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Memorandum. (i) The Subscriber knows that the securities subscribed for herein are offered and sold pursuant to exemptions from registration under the Securities Act of 1933, and state securities law based, in part, on these warranties and representations, which are the very essence of this Subscription Agreement. Upon execution , and delivery constitute a material part of the bargained-for consideration without which this Subscription Agreement would not have been executed. (j) By reason of the Subscriber's business or financial experience or the business or financial experience of professional advisors who are unaffiliated with and who are not compensated by the CompanyIssuer or any affiliate or selling agent of the Issuer, directly or indirectly, the Subscriber has the capacity to protect his (or her) own interest in connection with this transaction or has a pre-existing personal or business relationship with the Issuer or one or more of its officers, directors or controlling persons consisting of personal or business contacts of a nature and duration such as would enable a reasonably prudent purchaser to be aware of the character, business acumen and general business and financial circumstances of such person with whom such relationship exists. (k) This Subscription Agreement is when fully executed and delivered by the Issuer will constitute a legal, valid and legally binding agreement obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); and (c) prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives of the Company concerning its investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to forfeit Shares, the Subscriber has relied solely on the Subscriber’s own knowledge and understanding of the Company and its business based upon the Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. The Subscriber understands that no person has been authorized to give any information Subscriber, if it is a partnership, joint venture, corporation, trust or to make any representations which were other entity, was not furnished pursuant to this Section 3 and the Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.formed or

Subscriber Representations. The Subscriber hereby represents represents, warrants and warrants acknowledges and agrees with the Company and the Placement Agent as follows: Section 15.1 Subscriber has been furnished with and has carefully read the materials set forth in Section 2.1 hereto and is familiar with and understands the terms of the Offering. With respect to individual or partnership tax and other economic considerations involved in this investment, Subscriber is not relying on the Company or the Placement Agent (or any agent or representative of any of them). Subscriber has carefully considered and has, to the Companyextent Subscriber believes such discussion necessary, as discussed with Subscriber's professional legal, tax, accounting and financial advisers the suitability of an investment in the Securities for Subscriber's particular tax and financial situation and has determined that the Securities being subscribed for by Subscriber are a suitable investment for Subscriber. Section 15.2 Subscriber has received all information Subscriber considers necessary or advisable to make a decision concerning its Subscription for the Securities, and has had an opportunity to inspect relevant documents relating to the organization and operations of the date hereofCompany. Subscriber acknowledges that all documents, that: (a) the execution, delivery records and performance of books pertaining to this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of the Subscriber, (ii) any agreement, indenture or instrument to investment which the Subscriber is a party or (iii) any law, statute, rule or regulation to which the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject; (b) the Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by the Company, this Agreement is a legal, valid and binding agreement of the Subscriber, enforceable against the Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); and (c) prior to the execution of this Agreement, the Subscriber has requested have been made available for inspection by Subscriber and Subscriber's attorney, accountant or other adviser(s). Section 15.3 Subscriber and/or Subscriber's advisor(s) has/have had the a reasonable opportunity to ask questions of and receive answers and to request additional relevant information from representatives a person or persons acting on behalf of the Company concerning the Offering and all such questions have been answered to the full satisfaction of Subscriber and such information requested has been provided by the Company. Section 15.4 Subscriber is not subscribing for the Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or meeting. Section 15.5 Subscriber is an "accredited investor," within the meaning of Rule 501(a) of Regulation D under the Act. Subscriber, by reason of Subscriber's business or financial experience or the business or financial experience of Subscriber's professional advisers who are unaffiliated with and who are not compensated by the Company or the Placement Agent or any affiliate of either of them, directly or indirectly, can be reasonably assumed to have the capacity to protect its interests in connection with an investment in the CompanySecurities. Section 15.6 If Subscriber is a natural person, Subscriber has adequate means of providing for Subscriber's current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Securities for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment. Section 15.7 Subscriber or Subscriber's purchaser representative, as well the case may be, has such knowledge and experience in financial, tax and business matters so as to enable Subscriber to utilize the financesinformation made available to Subscriber in connection with the Offering to evaluate the merits and risks of an investment in the Securities and to make an informed investment decision with respect thereto. Section 15.8 Subscriber acknowledges that the Securities herein subscribed for have not been registered under the Act and under any State Act. Subscriber understands further that in absence of an effective Registration Statement, operationsthe Securities can only be sold pursuant to some exemption from registration, business and prospects such as Rule 144 of the CompanyAct, and which requires, among other conditions that the opportunity to obtain additional information to verify the accuracy Securities must be held for a minimum of all information so obtainedone (1) year. In determining whether to forfeit SharesSubscriber will not sell, the Subscriber has relied solely on the Subscriber’s own knowledge and understanding assign, transfer or otherwise dispose of the Company Securities unless they are registered under the Act and its business based upon the Subscriber’s own due diligence investigation and the information furnished any applicable State Act or pursuant to this paragraph. The available exemptions from such registration, provided that Subscriber understands that no person has been authorized delivers to give any information or to make any representations the Company an opinion of counsel, which were not furnished pursuant to this Section 3 counsel and the Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral, relating opinion shall be reasonably satisfactory to the Company, its operations and/or its prospectsconfirming the availability of such exemption. Subscriber represents that Subscriber is purchasing the Securities for Subscriber's own account, for investment and not with a view to resale or distribution except in compliance with the Act and the restrictions contained in the immediately preceding sentence. Section 15.9 Subscriber recognizes that investment in the Securities involves substantial risks, including loss of the entire amount of such investment, has taken full cognizance of and understands all of the risks related to a purchase of the Securities, and acknowledges that Subscriber has read and understands the risks described in the sections of the Public Reports entitled "Risk Factors." Subscriber further recognizes that no Federal or state agencies have passed upon this offering of the Securities or made any finding or determination as to the fairness of this investment. Section 15.10 Subscriber acknowledges that each certificate representing the Securities and the Underlying Common Stock shall contain a legend substantially in the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE SELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. Section 15.11 Subscriber acknowledges and agrees that it shall not be entitled to seek any remedies with respect to the Offering from any party other than the Company or the Placement Agent. Section 15.12 If this Agreement is executed and delivered on behalf of a partnership, corporation, trust or estate: (i) such partnership, corporation, trust or estate has the full legal right and power and all authority and approval required (a) to execute and deliver, or authorize execution and delivery of, this Agreement and all other instruments executed and delivered by or on behalf of such partnership, corporation, trust or estate in connection with the purchase of the Securities, (b) to delegate authority pursuant to a power of attorney and (c) to purchase and hold such Securities; (ii) the signature of the party signing on behalf of such partnership, corporation, trust or estate is binding upon such partnership, corporation, trust or estate; and (iii) such partnership, corporation or trust has not been formed for the specific purpose of acquiring the Securities, unless each beneficial owner of such entity is qualified as an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Act ("Regulation "D") and has submitted information substantiating such individual qualification. Section 15.13 If Subscriber is a retirement plan or is investing on behalf of a retirement plan, Subscriber acknowledges that investment in the Securities poses risks in addition to those associated with other investments, including the inability to use losses generated by an investment in the Securities to offset taxable income. Section 15.14 Subscriber shall indemnify and hold harmless the Company and the Placement Agent and each officer, director or control person of any such entity, who is or may be a party or is or may be threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of or arising from any actual or alleged misrepresentations or misstatement of facts or omission

Subscriber Representations. The Subscriber hereby represents and warrants to the Company, as of the date hereof, that: (a) the execution, delivery and performance of The Subscriber's representations in this Agreement are complete and accurate to the consummation by the Subscriber of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents best of the Subscriber's knowledge, (ii) and the Company and any agreement, indenture or instrument to which sales agent may rely upon them. The Subscriber will notify the Subscriber is a party or (iii) Company and any law, statute, rule or regulation to which such agent immediately if any material change occurs in any of this information before the Subscriber is subject, or any agreement, order, judgment or decree to which sale of the Subscriber is subject;Shares. (b) The Subscriber is able to bear the economic risk of an investment in the Shares for an indefinite period of time, can afford the loss of the entire investment in the Shares, and will, after making an investment in the securities, have sufficient means of providing for Subscriber's current needs and possible future contingencies. Additionally, the Subscriber's overall commitment to investments that are not readily marketable is not disproportionate to Subscriber's net worth and this Subscription will not cause such overall commitment to become excessive. (c) The Shares subscribed for herein will not be sold by the Subscriber without registration under applicable securities acts or a proper exemption from such registration. (d) The Shares subscribed for herein are being acquired for the Subscriber's own account and risk, for investment purposes, and not on behalf of any other person or with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933. The Subscriber is aware that there are substantial restrictions on the transferability of the Shares. (e) The Subscriber has had access to any and all information concerning the Company that the Subscriber and the Subscriber's financial, tax and legal advisors required or considered necessary to make a Delaware limited liability companyproper evaluation of this investment. In making the decision to purchase the Shares herein subscribed for, validly existing the Subscriber and his or her advisers have relied solely upon their own independent investigations, and fully understand that there are no guarantees, assurances or promises in good standing connection with any investment hereunder and understand that the particular tax consequences arising from this investment in the Company will depend upon the individual circumstances of the Subscriber. The Subscriber further understands that no opinion is being given as to any securities or tax matters involving the offering. (f) All of the representations and warranties of the Subscriber contained herein and all information furnished by the Subscriber to the Company are true, correct and complete in all respects, and the Subscriber agrees to notify the Company immediately of any change in any representation, warranty or other information set forth herein. (g) The Subscriber also understands and agrees that stop transfer instructions relating to the Shares will be placed in the Company's stock transfer ledger, and that the certificates evidencing the Shares sold will bear legends in substantially the following form: The securities represented by this certificate have not been registered under the laws Securities Act of Delaware 1933 (the "Act") and possesses all requisite power are "restricted securities" as that term is defined in Rule 144 under the Act. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the Company. (h) The Subscriber knows that the Shares subscribed for herein are offered and authority necessary sold pursuant to carry out exemptions from registration under the transactions contemplated by Securities Act of 1933, and state securities law based, in part, on these warranties and representations, which are the very essence of this Agreement. Upon execution , and delivery constitute a material part of the bargained-for consideration without which this Agreement would not have been executed. (i) The Subscriber has the capacity to protect Subscriber's own interest in connection with this transaction or has a pre-existing personal or business relationship with the Company or one or more of its officers, directors or controlling persons consisting of personal or business contacts of a nature and duration such as would enable a reasonably prudent purchaser to be aware of the character, business acumen and general business and financial circumstances of such person with whom such relationship exists. (j) This Agreement when fully executed and delivered by the Company, this Agreement is Company will constitute a legal, valid and legally binding agreement obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. The Subscriber, except as if it is a partnership, joint venture, corporation, trust or other entity, was not formed or organized for the specific purpose of acquiring the Shares. The purchase of the Shares by the Subscriber, if it is an entity investor, is a permissible investment in accordance with the Subscriber's Articles of Incorporation, by-laws, partnership agreement, declaration of trust or other similar charter document, and has been duly approved by all requisite action by the entity's owners, directors, officers or other authorized managers. The person signing this document and all documents necessary to consummate the purchase of the shares has all requisite authority to sign such enforceability may be limited by applicable bankruptcydocuments on behalf of the Subscriber, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement if it is sought in a proceeding at law or in equity); andan entity investor. (ck) prior The Shares offered hereby were not offered to the execution Subscriber by way of general solicitation or general advertising and at no time was the Subscriber presented with or solicited by means of any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement. (l) If initialed below, the Subscriber represents that Subscriber is an "accredited investor" as defined under Rule 501 of Regulation D by reason of: FOR INDIVIDUALS ONLY (INITIAL IF APPLICABLE): ________ 1. I had individual income (exclusive of any income Initial attributable to my spouse) in excess of $200,000 in each Here of the most recent two years and I reasonably expect to have an individual income in excess of $200,000 for the current year, or I had joint income with my spouse in excess of $300,000 in each of those years and I reasonably expect to have a joint income with my spouse in excess of $300,000 for the current year. ________ 2. I have an individual net worth, or my spouse and I have Initial a combined individual net worth, in excess of Here $1,000,000. For purposes of this Agreement, "individual net worth" means the Subscriber has had the opportunity excess of total assets at fair market value, including home and personal property, over total liabilities. ________ 3. I am qualified as an "accredited investor" pursuant to ask questions Initial Rule 501(a) of and receive answers from representatives Regulation D of the Company concerning its investment 1933 Act for the Here following reason: ______________________________________ ________________________________________________________ FOR CORPORATIONS AND PARTNERSHIPS ONLY (INITIAL IF APPLICABLE): ________ 1. The undersigned hereby certifies that the Partnership or Initial Corporation that he/she represents possesses total Here assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring the securities offered by Company. ________ 2. The undersigned hereby certifies personally, as well as the finances, operations, business and prospects on Initial behalf of the Partnership or Corporation that he/she Here represents, that all of the beneficial owners of equity qualify individually as accredited investors under the individual accredited investor test set forth above. FOR TRUSTS ONLY (INITIAL IF APPLICABLE): ________ 1. The undersigned hereby certifies that the trust which Initial he/she represents possesses total assets in excess of Here $5,000,000 and was not formed for the specific purpose of acquiring the securities offered by Company, and that the opportunity purchase of the securities is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of the Act. ________ 2. The undersigned hereby certifies personally, and on Initial behalf of the trust that he/she represents, that such Here trust is a revocable trust that may be amended or revoked at any time by the grantors, and all the grantors are accredited individual investors under the individual accredited investor test set forth above. FOR TRUSTEES AND AGENTS (READ AND INITIAL BOTH STATEMENTS): ________ 1. The undersigned hereby acknowledges that he/she is Initial acting as an agent or trustee for the following person Here or entity: ________ 2. The undersigned hereby agrees to obtain additional information provide to verify the accuracy of all information so obtained. In determining whether to forfeit SharesCompany, Initial upon Company's request, the Subscriber has relied solely on the Subscriber’s own knowledge and understanding following documents: Here (a) a copy of the Company trust agreement, power of attorney or other instrument granting the power and its business based upon authority to execute and deliver the Subscriber’s own due diligence investigation Agreement, or (b) an opinion of counsel verifying the undersigned's power and authority to execute and deliver the information furnished pursuant Agreement. As evidence of the foregoing, the undersigned may be asked to this paragraph. The Subscriber understands that no person has been authorized complete a Purchaser Questionnaire in the form attached hereto, the contents of which are hereby certified to give any information or to make any representations which were not furnished pursuant to this Section 3 and the Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospectsbe correct.

Subscriber Representations. The Subscriber hereby represents and warrants to the Company, as of the date hereof, that: (a) The Subscriber’s representations in this Subscription Agreement are complete and accurate to the execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents best of the Subscriber’s knowledge, (ii) and the Company and any agreement, indenture or instrument to which sales agent may rely upon them. The Subscriber will notify the Subscriber is a party or (iii) Company and any law, statute, rule or regulation to which such agent immediately if any material change occurs in any of this information before the Subscriber is subject, or any agreement, order, judgment or decree to which sale of the Subscriber is subject;Shares. (b) The Subscriber is able to bear the economic risk of an investment in the Shares for an indefinite period of time, can afford the loss of the entire investment in the Shares, and will, after making an investment in the securities, have sufficient means of providing for Subscriber’s current needs and possible future contingencies. Additionally, the Subscriber’s overall commitment to investments which are not readily marketable is not disproportionate to Subscriber’s net worth and this Subscription will not cause such overall commitment to become excessive. (c) The Shares subscribed for herein will not be sold by the Subscriber without registration under applicable securities acts or a proper exemption from such registration. The Subscriber also understands and agrees that the Shares will be subject to additional restrictions on transferability that are imposed by the participation agreement. (d) The Shares subscribed for herein are being acquired for the Subscriber’s own account and risk, for investment purposes, and not on behalf of any other person or with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933. The Subscriber is aware that there are substantial restrictions on the transferability of the Shares. (e) The Subscriber has had access to any and all information concerning the Company which the Subscriber and the Subscriber’s financial, tax and legal advisors required or considered necessary to make a proper evaluation of this investment. In making the decision to purchase the Shares herein subscribed for, the Subscriber and his or her advisers have relied solely upon their own independent investigations, and fully understand that there are no guarantees, assurances or promises in connection with any investment hereunder and understand that the particular tax consequences arising from this investment in the Company will depend upon the individual circumstances of the Subscriber. The Subscriber further understands that no opinion is being given as to any securities or tax matters involving the offering. (f) All of the representations and warranties of the Subscriber contained herein and all information furnished by the Subscriber to the Company are true, correct and complete in all respects, and the Subscriber agrees to notify the Company immediately of any change in any representation, warranty or other information set forth herein. (g) The Subscriber also understands and agrees that stop transfer instructions relating to the Shares will be placed in the Company’s stock transfer ledger, and that the certificates evidencing the Shares sold will bear legends in substantially the following form: The securities represented by this certificate have not been registered under the Securities Act of 1933 (the “Act”) and are “restricted securities” as that term is defined in Rule 144 under the Act. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the Company. (h) Subscriber has been given the unrestricted opportunity to ask questions of, and receive answers from, the Company, or persons acting on its behalf, concerning the terms and conditions of, and all other matters relating to the offering, and has been given the unrestricted opportunity to obtain such additional information with respect to the offering as he has desired, including, but not limited to, any additional information necessary to verify the accuracy of the information set forth in the attached documentation. The undersigned has carefully read the Company’s annual report on Form 10-KSB, dated September, 30, 2006, Form 10-QSB, dated December 31, 2006, and definitive proxy statement relating to the Company’s annual meeting that was held on March 26, 2007 (collectively, the “SEC Filings”). Except as set forth in this Subscription Agreement and the SEC Filings, the Subscriber is a Delaware limited liability companynot relying on any representations, validly existing warranties or information from the Company in making an investment decision. (i) The Subscriber knows that the Shares subscribed for herein are offered and in good standing sold pursuant to exemptions from registration under the laws Securities Act of Delaware 1933, and possesses all requisite power state securities law based, in part, on these warranties and authority necessary to carry out representations, which are the transactions contemplated very essence of this Subscription Agreement, and constitute a material part of the bargained-for consideration without which this Subscription Agreement would not have been executed. (j) By reason of the Subscriber’s business or financial experience or the business or financial experience of professional advisors who are unaffiliated with and who are not compensated by this Agreement. Upon execution and delivery by the Company or any affiliate or selling agent of the Company, directly or indirectly, the Subscriber has the capacity to protect Subscriber’s own interest in connection with this transaction or has a pre-existing personal or business relationship with the Company or one or more of its officers, directors or controlling persons consisting of personal or business contacts of a nature and duration such as would enable a reasonably prudent purchaser to be aware of the character, business acumen and general business and financial circumstances of such person with whom such relationship exists. (k) This Subscription Agreement is when fully executed and delivered by the Company will constitute a legal, valid and legally binding agreement obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. The Subscriber, except if it is a partnership, joint venture, corporation, trust or other entity, was not formed or organized for the specific purpose of acquiring the Shares. The purchase of the Shares by the Subscriber, if it is an entity investor, is a permissible investment in accordance with the Subscriber’s Articles of Incorporation, by-laws, partnership agreement, declaration of trust or other similar charter document, and has been duly approved by all requisite action by the entity’s owners, directors, officers or other authorized managers. The person signing this document and all documents necessary to consummate the purchase of the shares has all requisite authority to sign such documents on behalf of the Subscriber, if it is an entity investor. (l) The Subscriber has not duplicated or distributed the Memorandum to anyone other than his personal advisors, and will not do so in the future. (m) The Shares offered hereby were not offered to the Subscriber by way of general solicitation or general advertising and at no time was the Subscriber presented with or solicited by means of any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement. (n) By entering into this Subscription Agreement, the undersigned Subscriber acknowledges receipt of the Memorandum used in connection with this offering. (o) If initialed below, the Subscriber represents that Subscriber is an “accredited investor” as defined under Rule 501 of Regulation D by reason of: FOR INDIVIDUALS ONLY (INITIAL IF APPLICABLE): Initial Here 1. I had individual income (exclusive of any income attributable to my spouse) in excess of $200,000 in each of the most recent two years and I reasonably expect to have an individual income in excess of $200,000 for the current year, or I had joint income with my spouse in excess of $300,000 in each of those years and I reasonably expect to have a joint income with my spouse in excess of $300,000 for the current year. Initial Here 2. I have an individual net worth, or my spouse and I have a combined individual net worth, in excess of $1,000,000. For purposes of this Subscription Agreement, “individual net worth” means the excess of total assets at fair market value, including home and personal property, over total liabilities. ______ Initial Here 3. I am qualified as an “accredited investor” pursuant to Rule 501(a) of Regulation D of the 1933 Act for the following reason: _____________________________________________________ _____________________________________________________________________________ FOR CORPORATIONS AND PARTNERSHIPS ONLY (INITIAL IF APPLICABLE): ______ Initial Here 1. The undersigned hereby certifies that the Partnership or Corporation which he/she represents possesses total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring the securities offered by Company. ______ Initial Here 2. The undersigned hereby certifies personally, and on behalf of the Partnership or Corporation which he/she represents, that all of the beneficial owners of equity qualify individually as accredited investors under the individual accredited investor test set forth above. FOR TRUSTS ONLY (INITIAL IF APPLICABLE): ______ Initial Here 1. The undersigned hereby certifies that the trust which he/she represents possesses total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring the securities offered by Company, and that the purchase of the securities is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of the Act. ______ Initial Here 2. The undersigned hereby certifies personally, and on behalf of the trust that he/she represents, that such enforceability trust is a revocable trust which may be limited amended or revoked at any time by applicable bankruptcythe grantors, insolvencyand all the grantors are accredited individual investors under the individual accredited investor test set forth above. FOR TRUSTEES AND AGENTS (READ AND INITIAL BOTH STATEMENTS): ______ Initial Here 1. The undersigned hereby acknowledges that he/she is acting as an agent or trustee for the following person or entity: ______ Initial Here 2. The undersigned ▇▇▇▇▇▇ agrees to provide to Company, fraudulent conveyance upon Company’s request, the following documents: (a) a copy of the trust agreement, power of attorney or similar laws affecting other instrument granting the enforcement power and authority to execute and deliver the Subscription Agreement, or (b) an opinion of creditors’ rights generally counsel verifying the undersigned’s power and subject authority to general principles execute and deliver the Subscription Agreement. FOR RETIREMENT OR EMPLOYEE BENEFIT PLANS (INITIAL IF APPLICABLE): ______ Initial Here 1. The undersigned hereby certifies that the plan which he/she represents is an employee benefit plan within the meaning of equity the Employment Retirement Income Security Act of 1974 (regardless “ERISA”) and that either ______ Initial Here (a) the decision to invest in the securities was made by a plan fiduciary, as defined in Section 3(21) of whether enforcement ERISA, which is sought either a bank, savings and loan association, insurance company, or registered investment advisor, or ______ Initial Here (b) the employee benefit plan has total assets in a proceeding at law excess of $5,000,000, or in equity); and ______ Initial Here (c) prior the plan is a self-directed plan, the decision to invest in the securities was made solely by a person that is an accredited investor, and each of the following statements is true with respect to that plan: • the plan provides for segregated accounts for each plan participant, • the document governing the plan provides each participant with the power to direct each particular investment to the execution extent of this Agreementthe participant’s voluntary contributions plus any portion of employer contributions that have vested to the participant’s benefit, and • the decision to invest in the securities was made pursuant to the plan participant’s power to direct the investment of his or her account in the plan trust. As evidence of the foregoing, the Subscriber has had the opportunity to ask questions of and receive answers from representatives of the Company concerning its investment undersigned will complete if requested a Purchaser Questionnaire in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to forfeit Sharesform attached hereto, the Subscriber has relied solely on the Subscriber’s own knowledge and understanding contents of the Company and its business based upon the Subscriber’s own due diligence investigation and the information furnished pursuant which, if completed, are hereby certified to this paragraph. The Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 3 and the Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospectsbe correct.

Subscriber Representations. The Subscriber hereby represents and warrants to the Company, as of the date hereof, that: (a) The Subscriber's representations in this Subscription Agreement are complete and accurate to the execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents best of the Subscriber's knowledge, (ii) and the Company and any agreement, indenture or instrument to which sales agent may rely upon them. The Subscriber will notify the Subscriber is a party or (iii) Company and any law, statute, rule or regulation to which such agent immediately if any material change occurs in any of this information before the Subscriber is subject, or any agreement, order, judgment or decree to which sale of the Subscriber is subject;Shares. (b) The Subscriber is aware that the Shares are a very speculative investment in a company with an untested business plan. The Subscriber is able to bear the economic risk of an investment in the Shares for an indefinite period of time, can afford the loss of the entire investment in the Shares, and will, after making an investment in the securities, have sufficient means of providing for Subscriber’s current needs and possible future contingencies. Additionally, the Subscriber's overall commitment to investments which are not readily marketable is not disproportionate to Subscriber’s net worth and this Subscription will not cause such overall commitment to become excessive. (c) The Shares subscribed for herein will not be sold by the Subscriber without registration under applicable securities acts or a proper exemption from such registration. The Subscriber also understands and agrees that the Shares will be subject to additional restrictions on transferability that are imposed by the participation agreement. (d) The Shares subscribed for herein are being acquired for the Subscriber's own account and risk, for investment purposes, and not on behalf of any other person or with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933. The Subscriber is aware that there are substantial restrictions on the transferability of the Shares. (e) The Subscriber has had access to any and all information concerning the Company which the Subscriber and the Subscriber's financial, tax and legal advisors required or considered necessary to make a proper evaluation of this investment. In making the decision to purchase the Shares herein subscribed for, the Subscriber and his or her advisers have relied solely upon their own independent investigations, and fully understand that there are no guarantees, assurances or promises in connection with any investment hereunder and understand that the particular tax consequences arising from this investment in the Company will depend upon the individual circumstances of the Subscriber. The Subscriber further understands that no opinion is being given as to any securities or tax matters involving the offering. (f) All of the representations and warranties of the Subscriber contained herein and all information furnished by the Subscriber to the Company are true, correct and complete in all respects, and the Subscriber agrees to notify the Company immediately of any change in any representation, warranty or other information set forth herein. (g) The Subscriber also understands and agrees that stop transfer instructions relating to the Shares will be placed in the Company's stock transfer ledger, and that the certificates evidencing the Shares sold will bear legends in substantially the following form: The securities represented by this certificate have not been registered under the Securities Act of 1933 (the "Act") and are "restricted securities" as that term is defined in Rule 144 under the Act. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the Company. (h) Subscriber has been given the unrestricted opportunity to ask questions of, and receive answers from, the Company, or persons acting on its behalf, concerning the terms and conditions of, and all other matters relating to the offering, and has been given the unrestricted opportunity to obtain such additional information with respect to the offering as he has desired, including, but not limited to, any additional information necessary to verify the accuracy of the information set forth in the attached documentation. The undersigned has carefully read the Company's Private Placement Memorandum, dated May 11, 2007 (the “Memorandum”), annual report on Form 10-KSB, dated September, 30, 2006, Form 10-QSB, dated December 31, 2006, current report on Form 8-K, dated April 27, 2007, current report on Form 8-K, filed on May 22, 2007, June 5, 2007 and June 8, 2007, and definitive proxy statement relating to the Company’s annual meeting that was held on March 26, 2007 (collectively, the “SEC Filings”). Except as set forth in this Subscription Agreement and the SEC Filings, the Subscriber is a Delaware limited liability companynot relying on any representations, validly existing warranties or information from the Company in making an investment decision. (i) The Subscriber knows that the Shares subscribed for herein are offered and in good standing sold pursuant to exemptions from registration under the laws Securities Act of Delaware 1933, and possesses all requisite power state securities law based, in part, on these warranties and authority necessary to carry out representations, which are the transactions contemplated very essence of this Subscription Agreement, and constitute a material part of the bargained-for consideration without which this Subscription Agreement would not have been executed. (j) By reason of the Subscriber's business or financial experience or the business or financial experience of professional advisors who are unaffiliated with and who are not compensated by this Agreement. Upon execution and delivery by the Company or any affiliate or selling agent of the Company, directly or indirectly, the Subscriber has the capacity to protect Subscriber’s own interest in connection with this transaction or has a pre-existing personal or business relationship with the Company or one or more of its officers, directors or controlling persons consisting of personal or business contacts of a nature and duration such as would enable a reasonably prudent purchaser to be aware of the character, business acumen and general business and financial circumstances of such person with whom such relationship exists. (k) This Subscription Agreement is when fully executed and delivered by the Company will constitute a legal, valid and legally binding agreement obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. The Subscriber, except if it is a partnership, joint venture, corporation, trust or other entity, was not formed or organized for the specific purpose of acquiring the Shares. The purchase of the Shares by the Subscriber, if it is an entity investor, is a permissible investment in accordance with the Subscriber's Articles of Incorporation, by-laws, partnership agreement, declaration of trust or other similar charter document, and has been duly approved by all requisite action by the entity's owners, directors, officers or other authorized managers. The person signing this document and all documents necessary to consummate the purchase of the shares has all requisite authority to sign such documents on behalf of the Subscriber, if it is an entity investor. (l) The Subscriber has not duplicated or distributed the Memorandum to anyone other than his personal advisors, and will not do so in the future. (m) The Shares offered hereby were not offered to the Subscriber by way of general solicitation or general advertising and at no time was the Subscriber presented with or solicited by means of any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement. (n) By entering into this Subscription Agreement, the undersigned Subscriber acknowledges receipt of the Memorandum. (o) If initialed below, the Subscriber represents that Subscriber is an "accredited investor" as defined under Rule 501 of Regulation D by reason of: FOR INDIVIDUALS ONLY (INITIAL IF APPLICABLE): ______ Initial Here 1. I had individual income (exclusive of any income attributable to my spouse) in excess of $200,000 in each of the most recent two years and I reasonably expect to have an individual income in excess of $200,000 for the current year, or I had joint income with my spouse in excess of $300,000 in each of those years and I reasonably expect to have a joint income with my spouse in excess of $300,000 for the current year. ______ Initial Here 2. I have an individual net worth, or my spouse and I have a combined individual net worth, in excess of $1,000,000. For purposes of this Subscription Agreement, "individual net worth" means the excess of total assets at fair market value, including home and personal property, over total liabilities. ______ Initial Here 3. I am qualified as an "accredited investor" pursuant to Rule 501(a) of Regulation D of the 1933 Act for the following reason: __________________________________________________________________________________________ FOR CORPORATIONS AND PARTNERSHIPS ONLY (INITIAL IF APPLICABLE): ______ Initial Here 1. The undersigned hereby certifies that the Partnership or Corporation which he/she represents possesses total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring the securities offered by Company. ______ Initial Here 2. The undersigned hereby certifies personally, and on behalf of the Partnership or Corporation which he/she represents, that all of the beneficial owners of equity qualify individually as accredited investors under the individual accredited investor test set forth above. FOR TRUSTS ONLY (INITIAL IF APPLICABLE): ______ Initial Here 1. The undersigned hereby certifies that the trust which he/she represents possesses total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring the securities offered by Company, and that the purchase of the securities is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of the Act. ______ Initial Here 2. The undersigned hereby certifies personally, and on behalf of the trust that he/she represents, that such enforceability trust is a revocable trust which may be limited amended or revoked at any time by applicable bankruptcythe grantors, insolvencyand all the grantors are accredited individual investors under the individual accredited investor test set forth above. FOR TRUSTEES AND AGENTS (READ AND INITIAL BOTH STATEMENTS): ______ Initial Here 1. The undersigned hereby acknowledges that he/she is acting as an agent or trustee for the following person or entity: ______ Initial Here 2. The undersigned ▇▇▇▇▇▇ agrees to provide to Company, fraudulent conveyance upon Company's request, the following documents: (a) a copy of the trust agreement, power of attorney or similar laws affecting other instrument granting the enforcement power and authority to execute and deliver the Subscription Agreement, or (b) an opinion of creditors’ rights generally counsel verifying the undersigned's power and subject authority to general principles execute and deliver the Subscription Agreement. FOR RETIREMENT OR EMPLOYEE BENEFIT PLANS (INITIAL IF APPLICABLE): ______ Initial Here 1. The undersigned hereby certifies that the plan which he/she represents is an employee benefit plan within the meaning of equity the Employment Retirement Income Security Act of 1974 (regardless "ERISA") and that either ______ Initial Here (a) the decision to invest in the securities was made by a plan fiduciary, as defined in Section 3(21) of whether enforcement ERISA, which is sought either a bank, savings and loan association, insurance company, or registered investment advisor, or ______ Initial Here (b) the employee benefit plan has total assets in a proceeding at law excess of $5,000,000, or in equity); and ______ Initial Here (c) prior the plan is a self-directed plan, the decision to invest in the securities was made solely by a person that is an accredited investor, and each of the following statements is true with respect to that plan: · the plan provides for segregated accounts for each plan participant, · the document governing the plan provides each participant with the power to direct each particular investment to the execution extent of this Agreementthe participant's voluntary contributions plus any portion of employer contributions that have vested to the participant's benefit, and · the decision to invest in the securities was made pursuant to the plan participant's power to direct the investment of his or her account in the plan trust. As evidence of the foregoing, the Subscriber has had the opportunity to ask questions of and receive answers from representatives of the Company concerning its investment undersigned will complete if requested a Purchaser Questionnaire in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to forfeit Sharesform attached hereto, the Subscriber has relied solely on the Subscriber’s own knowledge and understanding contents of the Company and its business based upon the Subscriber’s own due diligence investigation and the information furnished pursuant which, if completed, are hereby certified to this paragraph. The Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 3 and the Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospectsbe correct.

Subscriber Representations. The Subscriber hereby represents and warrants to the Company, as of the date hereof, that: (a) the execution, delivery and performance of The Subscriber's representations in this Agreement are complete and accurate to the consummation by the Subscriber of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents best of the Subscriber's knowledge, (ii) and the Company may rely upon them. The Subscriber will notify the Company immediately if any agreement, indenture or instrument to which material change occurs in any of this information before the Subscriber is a party or (iii) any law, statute, rule or regulation to which sale of the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject;Securities. (b) The Subscriber is able to bear the economic risk of an investment in the Securities for an indefinite period of time, can afford the loss of the entire investment in the Securities, and will, after making an investment in the securities, have sufficient means of providing for Subscriber’s current needs and possible future contingencies. Additionally, the Subscriber's overall commitment to investments that are not readily marketable is not disproportionate to Subscriber’s net worth and this Subscription will not cause such overall commitment to become excessive. (c) The Securities subscribed for herein will not be sold by the Subscriber without registration under applicable securities acts or a proper exemption from such registration. (d) The Securities subscribed for herein are being acquired for the Subscriber's own account and risk, for investment purposes, and not on behalf of any other person or with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933. The Subscriber is aware that there are substantial restrictions on the transferability of the Securities. (e) The Subscriber has had access to any and all information concerning the Company that the Subscriber and the Subscriber's financial, tax and legal advisors required or considered necessary to make a Delaware limited liability companyproper evaluation of this investment. Subscriber understands and agrees that customary disclosure documentation have not been prepared due, validly existing in part, to the fact that the parties have agreed that such documentation not be prepared to conserve Company funds. The Subscriber is not relying on any representations and warranties from the Company outside of this Agreement. (f) In making the decision to purchase the Securities herein subscribed for, the Subscriber and its advisers have relied solely upon their own independent investigations, and fully understand that there are no guarantees, assurances or promises in good standing connection with any investment hereunder and understand that the particular tax consequences arising from this investment in the Company will depend upon the individual circumstances of the Subscriber. The Subscriber further understands that no opinion is being given as to any securities or tax matters involving the offering. (g) All of the information furnished by the Subscriber to the Company is true, correct and complete in all material respects, and the Subscriber agrees to notify the Company immediately of any change in any information set forth herein. (h) The Subscriber also understands and agrees that stop transfer instructions relating to the Securities will be placed in the Company's transfer ledgers, and that the certificates evidencing the Securities sold will bear legends in substantially the following form: The securities represented by this certificate have not been registered under the laws Securities Act of Delaware 1933 (the "Act") and possesses all requisite power are "restricted securities" as that term is defined in Rule 144 under the Act. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the Company. (i) Subscriber has been given the unrestricted opportunity to ask questions of, and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by receive answers from, the Company, or persons acting on its behalf, concerning the terms and conditions of, and all other matters relating to the offering, and has been given the unrestricted opportunity to obtain such additional information with respect to the offering as he has desired. (j) The Subscriber knows that the Securities subscribed for herein are offered and sold pursuant to exemptions from registration under the Securities Act of 1933, and state securities law based, in part, on these warranties and representations, which are the very essence of this Subscription Agreement, and constitute a material part of the bargained-for consideration without which this Subscription Agreement is would not have been executed. (k) By reason of the Subscriber's business or financial experience or the business or financial experience of professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly, the Subscriber has the capacity to protect Subscriber’s own interest in connection with this transaction or has a legalpre-existing personal or business relationship with the Company or one or more of its officers, directors or controlling persons consisting of personal or business contacts of a nature and duration such as would enable a reasonably prudent purchaser to be aware of the character, business acumen and general business and financial circumstances of such person with whom such relationship exists. (l) This Subscription Agreement when fully executed and delivered by the Company will constitute a valid and legally binding agreement obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. The Subscriber, except as if it is a partnership, joint venture, corporation, trust or other entity, was not formed or organized for the specific purpose of acquiring the Securities. The purchase of the Securities by the Subscriber, if it is an entity investor, is a permissible investment in accordance with the Subscriber's Articles of Incorporation, by-laws, partnership agreement, declaration of trust or other similar charter document, and has been duly approved by all requisite action by the entity's owners, directors, officers or other authorized managers. The person signing this document and all documents necessary to consummate the purchase of the Securities has all requisite authority to sign such enforceability may be limited by applicable bankruptcydocuments on behalf of the Subscriber, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement if it is sought in a proceeding at law or in equity); andan entity investor. (cm) prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives of the Company concerning its investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to forfeit Shares, the Subscriber has relied solely on the Subscriber’s own knowledge and understanding of the Company and its business based upon the Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. The Subscriber understands represents that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 3 and the Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.is an "accredited investor" as defined under Rule 501 of Regulation D.

Subscriber Representations. The Subscriber hereby represents and warrants to the Company, as of the date hereof, that: (a) the execution, delivery and performance of The Subscriber's representations in this Agreement and the consummation information contained in the Subscriber's Purchaser Questionnaire are complete and accurate to the best of the Subscriber's knowledge, and the Issuer and any sales agent may rely upon them. The Subscriber will notify the Issuer and any such agent immediately if any material change occurs in any of this information before the sale of the Shares. (b) The Subscriber is an “accredited investor” as defined under Rule 501 of Regulation D. (c) The Subscriber is able to bear the economic risk of an investment in the securities for an indefinite period of time, can afford the loss of the entire investment in the securities, and will, after making an investment in the securities, have sufficient means of providing for his (or her) current needs and possible future contingencies. Additionally, the Subscriber's overall commitment to investments which are not readily marketable is not disproportionate to his/her net worth and this Subscription will not cause such overall commitment to become excessive. (d) The securities subscribed for herein will not be sold by the Subscriber without registration under applicable securities acts or a proper exemption from such registration. (e) The securities subscribed for herein are being acquired for the Subscriber's own account, for investment purposes, and not on behalf of any other person or with a view to, or for resale in connection with, any distribution thereof within the meaning of the transactions contemplated hereby do not violateSecurities Act of 1933. The Subscriber is aware that there are substantial restrictions on the transferability of the securities, conflict that there will be no known public market for the securities, and, accordingly, it is unlikely that the Subscriber will be able to liquidate an investment in the securities. (f) The Subscriber has had access to any and all information concerning the Issuer which the Subscriber and the Subscriber's financial, tax and legal advisors required or considered necessary to make a proper evaluation of this investment. In making the decision to purchase the securities herein subscribed for, the Subscriber and his advisers have relied solely upon their own independent investigations, and fully understand that there are no guarantees, assurances or promises' in connection with or constitute a default under (i) any investment hereunder and understand that the formation and governing documents particular tax consequences arising from this investment in the Issuer will depend upon the individual circumstances of the Subscriber, The Subscriber further understands that no opinion is being given as to any securities or tax matters involving the Offering. (iig) any agreement, indenture or instrument to which All of the representations and warranties of the Subscriber is a party or (iii) any law, statute, rule or regulation to which contained herein and all information furnished by the Subscriber to the Issuer are true, correct and complete in all respects, and the subscriber agrees to notify the Issuer immediately of any change in any representation, warranty or other information set forth herein. (h) The Subscriber also understands and agrees that stop transfer instructions relating to the securities will be placed in the Issuer's stock transfer ledger, and that the certificates evidencing the securities sold will bear legends in substantially the following form: “The securities represented by this Certificate have not been registered under the Securities Act of 1933 (the “Act”) and are “restricted securities” as that term is subjectdefined in Rule 144 under the Act. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the Issuer.” (i) Subscriber has been given the unrestricted opportunity to ask questions of, and receive answers from, the Issuer, or persons acting on its behalf, concerning the terms and conditions of, and all other matters relating to the offering, and has been given the unrestricted opportunity to obtain such additional information with respect to the offering as he has desired, including, but not limited to, any agreementadditional information necessary to verify the accuracy of the information set forth in the attached documentation. (j) The Subscriber knows that the securities subscribed for herein are offered and sold pursuant to exemptions from registration under the Securities Act of 1933, orderand state securities law based, judgment in part, on these warranties and representatives, which are the very essence at this Subscription Agreement, and constitute a material part of the bargained-for consideration without which this Agreement would not have been executed. (k) By reason of the Subscriber's business or decree to which financial experience or the business or financial experience of professional advisors who are unaffiliated with and who are not compensated by the Issuer or any affiliate or selling agent of the Issuer, directly or indirectly, the Subscriber is subject;has the capacity to protect his/her own interest in connection with this transaction or has a pre-existing personal or business relationship with the Issuer or one or more of its officers, directors or controlling persons consisting of personal or business contacts of a nature and duration such as would enable a reasonably prudent purchaser to be aware of the character, business acumen and general business and financial circumstances of such person with whom such relationship exists. (bI) the Subscriber is a Delaware limited liability company, validly existing This Agreement when fully executed and in good standing under the laws of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery delivered by the Company, this Agreement is Issuer will constitute a legal, valid and legally binding agreement obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. The Subscriber, except as if it is a partnership, joint venture, corporation, trust or other entity, was not formed or organized for the specific purpose of acquiring the Shares. The purchase of the Shares by the Subscriber, if it is an entity investor, is a permissible investment in accordance with the Subscriber's Articles of Incorporation, bylaws, partnership agreement, declaration of trust or other similar charter document, and has been duly approved by all requisite action by the entity's owners, directors, officers or other authorized managers. The person signing this document and all documents necessary to consummate the purchase of the Shares has all requisite authority to sign such enforceability may be limited by applicable bankruptcydocuments on behalf of the Subscriber, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement if it is sought in a proceeding at law or in equity); andan entity investor. (cm) prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives of the Company concerning its investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to forfeit Shares, the Subscriber has relied solely on the Subscriber’s own knowledge and understanding of the Company and its business based upon the Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. The Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 3 and the Subscriber has not relied on any duplicated or distributed the Business Plan to anyone other representations or information than his personal advisors, and will not do so in making its investment decision, whether written or oral, relating the future. (n) The securities offered hereby were not offered to the CompanySubscriber by way of general solicitation or general advertising and at no time was the Subscriber presented with or solicited by means of any leaflet, its operations and/or its prospectspublic promotional meeting, circular, newspaper or magazine article, radio or television advertisement.

Subscriber Representations. The Subscriber hereby represents and warrants to the Company, as of the date hereof, that: (a) The Subscriber's representations in this Subscription Agreement are complete and accurate to the execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents best of the Subscriber's knowledge, (ii) and the Company and any agreement, indenture or instrument to which sales agent may rely upon them. The Subscriber will notify the Subscriber is a party or (iii) Company and any law, statute, rule or regulation to which such agent immediately if any material change occurs in any of this information before the Subscriber is subject, or any agreement, order, judgment or decree to which sale of the Subscriber is subject;Shares. (b) The Subscriber is aware that the Shares are a very speculative investment in a company with an untested business plan. The Subscriber is able to bear the economic risk of an investment in the Shares for an indefinite period of time, can afford the loss of the entire investment in the Shares, and will, after making an investment in the securities, have sufficient means of providing for Subscriber’s current needs and possible future contingencies. Additionally, the Subscriber's overall commitment to investments which are not readily marketable is not disproportionate to Subscriber’s net worth and this Subscription will not cause such overall commitment to become excessive. (c) The Shares subscribed for herein will not be sold by the Subscriber without registration under applicable securities acts or a proper exemption from such registration. The Subscriber also understands and agrees that the Shares will be subject to additional restrictions on transferability that are imposed by the participation agreement. (d) The Shares subscribed for herein are being acquired for the Subscriber's own account and risk, for investment purposes, and not on behalf of any other person or with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933. The Subscriber is aware that there are substantial restrictions on the transferability of the Shares. (e) The Subscriber has had access to any and all information concerning the Company which the Subscriber and the Subscriber's financial, tax and legal advisors required or considered necessary to make a proper evaluation of this investment. In making the decision to purchase the Shares herein subscribed for, the Subscriber and his or her advisers have relied solely upon their own independent investigations, and fully understand that there are no guarantees, assurances or promises in connection with any investment hereunder and understand that the particular tax consequences arising from this investment in the Company will depend upon the individual circumstances of the Subscriber. The Subscriber further understands that no opinion is being given as to any securities or tax matters involving the offering. (f) All of the representations and warranties of the Subscriber contained herein and all information furnished by the Subscriber to the Company are true, correct and complete in all respects, and the Subscriber agrees to notify the Company immediately of any change in any representation, warranty or other information set forth herein. (g) The Subscriber also understands and agrees that stop transfer instructions relating to the Shares will be placed in the Company's stock transfer ledger, and that the certificates evidencing the Shares sold will bear legends in substantially the following form: (h) Subscriber has been given the unrestricted opportunity to ask questions of, and receive answers from, the Company, or persons acting on its behalf, concerning the terms and conditions of, and all other matters relating to the offering, and has been given the unrestricted opportunity to obtain such additional information with respect to the offering as he has desired, including, but not limited to, any additional information necessary to verify the accuracy of the information set forth in the attached documentation. The undersigned has carefully read the Company's Private Placement Memorandum, dated May 11, 2007 (the “Memorandum”), annual report on Form 10-KSB, dated September, 30, 2006, Form 10-QSB, dated December 31, 2006, current report on Form 8-K, dated April 27, 2007, current report on Form 8-K, filed on May 22, 2007, June 5, 2007 and June 8, 2007, and definitive proxy statement relating to the Company’s annual meeting that was held on March 26, 2007 (collectively, the “SEC Filings”). Except as set forth in this Subscription Agreement and the SEC Filings, the Subscriber is a Delaware limited liability companynot relying on any representations, validly existing warranties or information from the Company in making an investment decision. (i) The Subscriber knows that the Shares subscribed for herein are offered and in good standing sold pursuant to exemptions from registration under the laws Securities Act of Delaware 1933, and possesses all requisite power state securities law based, in part, on these warranties and authority necessary to carry out representations, which are the transactions contemplated very essence of this Subscription Agreement, and constitute a material part of the bargained-for consideration without which this Subscription Agreement would not have been executed. (j) By reason of the Subscriber's business or financial experience or the business or financial experience of professional advisors who are unaffiliated with and who are not compensated by this Agreement. Upon execution and delivery by the Company or any affiliate or selling agent of the Company, directly or indirectly, the Subscriber has the capacity to protect Subscriber’s own interest in connection with this transaction or has a pre-existing personal or business relationship with the Company or one or more of its officers, directors or controlling persons consisting of personal or business contacts of a nature and duration such as would enable a reasonably prudent purchaser to be aware of the character, business acumen and general business and financial circumstances of such person with whom such relationship exists. (k) This Subscription Agreement is when fully executed and delivered by the Company will constitute a legal, valid and legally binding agreement obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. The Subscriber, except if it is a partnership, joint venture, corporation, trust or other entity, was not formed or organized for the specific purpose of acquiring the Shares. The purchase of the Shares by the Subscriber, if it is an entity investor, is a permissible investment in accordance with the Subscriber's Articles of Incorporation, by-laws, partnership agreement, declaration of trust or other similar charter document, and has been duly approved by all requisite action by the entity's owners, directors, officers or other authorized managers. The person signing this document and all documents necessary to consummate the purchase of the shares has all requisite authority to sign such documents on behalf of the Subscriber, if it is an entity investor. (l) The Subscriber has not duplicated or distributed the Memorandum to anyone other than his personal advisors, and will not do so in the future. (m) The Shares offered hereby were not offered to the Subscriber by way of general solicitation or general advertising and at no time was the Subscriber presented with or solicited by means of any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement. (n) By entering into this Subscription Agreement, the undersigned Subscriber acknowledges receipt of the Memorandum. (o) If initialed below, the Subscriber represents that Subscriber is an "accredited investor" as defined under Rule 501 of Regulation D by reason of: FOR INDIVIDUALS ONLY (INITIAL IF APPLICABLE): ______ Initial Here 1. I had individual income (exclusive of any income attributable to my spouse) in excess of $200,000 in each of the most recent two years and I reasonably expect to have an individual income in excess of $200,000 for the current year, or I had joint income with my spouse in excess of $300,000 in each of those years and I reasonably expect to have a joint income with my spouse in excess of $300,000 for the current year. ______ Initial Here 2. I have an individual net worth, or my spouse and I have a combined individual net worth, in excess of $1,000,000. For purposes of this Subscription Agreement, "individual net worth" means the excess of total assets at fair market value, including home and personal property, over total liabilities. ______ Initial 3. I am qualified as an "accredited investor" pursuant to Rule 501(a) of Regulation D of the 1933 Act for the following reason: Here FOR CORPORATIONS AND PARTNERSHIPS ONLY (INITIAL IF APPLICABLE): ______ Initial Here 1. The undersigned hereby certifies that the Partnership or Corporation which he/she represents possesses total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring the securities offered by Company. ______ Initial Here 2. The undersigned hereby certifies personally, and on behalf of the Partnership or Corporation which he/she represents, that all of the beneficial owners of equity qualify individually as accredited investors under the individual accredited investor test set forth above. FOR TRUSTS ONLY (INITIAL IF APPLICABLE): ______ Initial Here 1. The undersigned hereby certifies that the trust which he/she represents possesses total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring the securities offered by Company, and that the purchase of the securities is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of the Act. ______ Initial Here 2. The undersigned hereby certifies personally, and on behalf of the trust that he/she represents, that such enforceability trust is a revocable trust which may be limited amended or revoked at any time by applicable bankruptcythe grantors, insolvencyand all the grantors are accredited individual investors under the individual accredited investor test set forth above. FOR TRUSTEES AND AGENTS (READ AND INITIAL BOTH STATEMENTS): ______ Initial 1. The undersigned hereby acknowledges that he/she is acting as an agent or trustee for the following person or entity: Here ______ Initial 2. The undersigned ▇▇▇▇▇▇ agrees to provide to Company, fraudulent conveyance upon Company's request, the following documents: Here (a) a copy of the trust agreement, power of attorney or similar laws affecting other instrument granting the enforcement power and authority to execute and deliver the Subscription Agreement, or (b) an opinion of creditors’ rights generally counsel verifying the undersigned's power and subject authority to general principles execute and deliver the Subscription Agreement. FOR RETIREMENT OR EMPLOYEE BENEFIT PLANS (INITIAL IF APPLICABLE): ______ Initial Here 1. The undersigned hereby certifies that the plan which he/she represents is an employee benefit plan within the meaning of equity the Employment Retirement Income Security Act of 1974 (regardless "ERISA") and that either ______ Initial Here (a) the decision to invest in the securities was made by a plan fiduciary, as defined in Section 3(21) of whether enforcement ERISA, which is sought either a bank, savings and loan association, insurance company, or registered investment advisor, or ______ Initial Here (b) the employee benefit plan has total assets in a proceeding at law excess of $5,000,000, or in equity); and ______ Initial (c) prior the plan is a self-directed plan, the decision to invest in the securities was made solely by a person that is an accredited investor, and each of the following statements is true with respect to that plan: Here · the plan provides for segregated accounts for each plan participant, · the document governing the plan provides each participant with the power to direct each particular investment to the execution extent of this Agreementthe participant's voluntary contributions plus any portion of employer contributions that have vested to the participant's benefit, and · the decision to invest in the securities was made pursuant to the plan participant's power to direct the investment of his or her account in the plan trust. As evidence of the foregoing, the Subscriber has had the opportunity to ask questions of and receive answers from representatives of the Company concerning its investment undersigned will complete if requested a Purchaser Questionnaire in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to forfeit Sharesform attached hereto, the Subscriber has relied solely on the Subscriber’s own knowledge and understanding contents of the Company and its business based upon the Subscriber’s own due diligence investigation and the information furnished pursuant which, if completed, are hereby certified to this paragraph. The Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 3 and the Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospectsbe correct.