Common use of Subscription Procedure Clause in Contracts

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

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

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

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

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

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

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

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

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

Subscription Procedure. (a) 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units as is set forth upon the signature page hereof at an aggregate purchase a price as set forth on the Signature Page of $3.33 per Unit (the “Subscription Funds”"Purchase Price"). A minimum of $10,000 of The Company agrees to sell such Units must be purchased by to the Purchaser, unless a lower amount is agreed to by Subscriber for the Company, in its sole discretionPurchase Price. (b) 1.2 The subscription period will begin as of June 21October 1, 2017, 2004 and will terminate (if the Closing Date has not earlier occurred) at 5:00 5 PM Pacific Eastern Standard Time on September 21November 5, 2017 2004, unless extended by the Company, Dyadic and the Placement Agents (as defined below) for up to an additional 90 days (the “Offering Period”), which may be extended until October 21, 2017 at the sole discretion of the Company (the “"Termination Date”"). The Units will be offered for on a maximum of $2,000,000 "best efforts" basis as more particularly set forth in a the Confidential Private Placement MemorandumOffering Memorandum dated October, dated June 21, 2017, 2004 and any supplements thereto (the “Private Placement "Offering Memorandum”) (subject to the Company’s right to increase the Offering amount to $3,000,000 in its sole discretion and without notice to the investors in the Offering"). The minimum dollar amount of Units that may be purchased by the Subscriber hereby acknowledges receipt of is $25,000 unless Dyadic and the Private Placement MemorandumCompany waive the requirement. The consummation of the Offering is subject to the satisfaction of a number of conditions to be conditions, as further described in the Private Placement Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of Units will be made by [redacted names of Placement Agents] (ccollectively, the "Placement Agents"), which will receive certain compensation therefor as provided in that certain Engagement Agreement, dated June 15 2004, between the Placement Agents and Dyadic and which is more fully described in the Offering Memorandum. 1.4 The Purchase Price will be placed in escrow pursuant to an escrow agreement by and among the Placement Agents, the Company, and McGuireWoods LLP as escrow agent (the "Escrow Agreement") and shall be paid over to the Company at the closing of the purchase of the Units in the Offering (the "Closing") to occur on the Closing Date. 1.5 The certificates for the Shares, Class A Warrants, Class B Warrants and Class C Common Stock together with the accompanying Warrants bearing the name of the Subscriber will be delivered by the Company no later than ten fifteen (1015) business days following the Closing Date. The Subscriber hereby authorizes and directs the Company to deliver the Securities securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated next to each Subscriber’s signaturein the Investor Questionnaire. 1.6 The Purchase Price for the Units purchased hereunder shall be paid by certified check, payable to McGuireWoods LLP, as escrow agent, or by wire transfer to McGuireWoods LLP pursuant to the following instructions: BANK OF AMERICA - Jacksonville, FL ABA: 026009593 (dDomestic Wires) The Subscriber shall submit to Swift Code: BOFAUS3N (International Wi▇▇▇) Credit: McGuireWoods LLP IOLTA Account Account Number: [redacted account number] Reference: (Louis W. Zehil / 2041649-0▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) [redacted name of Placement Agent]-Dyadic Subscription Escrow 1.7 The Company and Dyadic may, a 3rd-party verification servicein their sole discretion, all documents and information necessary for ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ to affirm Subscriber’s accreditation status. (e) The Subscriber shall pay the Subscription Funds by delivering good funds in United States Dollars by way of wire transfer of funds to the Company. The wire transfer instructions are set forth in Exhibit D attached hereto and made a part hereof. (f) Upon receipt of the Subscription Funds and acceptance of this Subscription by the Companyreject any subscription, the Company shall take up the Subscription Funds (a “Closing” and the date of such Closing, the “Closing Date”) and issue to the Subscriber such number of Units represented by the amount of the accepted Subscription Funds. (g) The Subscriber acknowledges that the subscription for Units hereunder may be rejected in whole or in part by part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. Neither the Company nor any Placement Agent shall be required to allocate among investors on a pro rata basis in its sole discretion and for any reason, notwithstanding prior receipt by the Subscriber event of notice of acceptance of such an over-subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Subscriber an executed copy of this Agreement. If this Agreement is rejected in whole, or the offering of Units is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Agreement shall thereafter be of no further force or effect. If this Agreement is rejected in part, the funds for the rejected portion of this Agreement will be returned without interest or offset, and this Agreement will continue in full force and effect to the extent this Agreement was accepted.

Subscription Procedure. (a) 1.1. Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such the number of Units Shares as is set forth upon the signature page hereof at an aggregate purchase a price as set forth on the Signature Page of $0.50 per Share (the “Subscription FundsPurchase Price”). A minimum of $10,000 of Units must be purchased by The Company agrees to sell such Shares to the Purchaser, unless a lower amount is agreed to by Subscriber for the Company, in its sole discretionPurchase Price. (b) 1.2. The subscription period will begin as of June 21, 2017, the date of this Subscription Agreement and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Pacific Eastern Standard Time on September 21August 31, 2017 2024, unless extended on one or more occasions for up to an additional thirty (30) days by the “Offering Period”), which may be extended until October 21, 2017 at the sole discretion Board of Directors of the Company (as defined below) in their joint discretion (the “Termination Date”). The Units Shares will be offered for on a maximum “best effort”. The minimum investment per subscription of the Offering is $2,000,000 as more particularly set forth in a Confidential Private Placement Memorandum1,000, dated June 21, 2017, and any supplements thereto (the “Private Placement Memorandum”) (subject to the Company’s right to increase accept a lesser amount. There is no minimum number of Shares that must be sold to close the Offering amount to $3,000,000 in its sole discretion and without notice Offering. The Company may conduct one or more closings (each, a “Closing”) prior to the investors in the Offering). The Subscriber hereby acknowledges receipt of the Private Placement MemorandumMaximum Offering Amount of $1,500,000. The consummation of In the event the Offering is subject oversubscribed in excess of the Maximum Offering Amount, the Offering may be increased up to the satisfaction Over-Subscription Amount in the discretion of a number of conditions the Company (the “Over-Subscription”). 1.3. The Purchase Price will be sent directly to be further the Company Bank Account for this Offering (the “Offering Bank Account”) described in 1.5 below. Funds will be returned promptly, without interest or offset if this Subscription Agreement is not accepted by the Private Placement MemorandumCompany, one or more of which conditions may not occurthe Offering is terminated pursuant to its terms or by the Company prior to the any Closing. (c) The certificates for 1.4. Certificates representing the Shares, Class A Warrants, Class B Warrants and Class C Warrants Shares bearing the name of the Subscriber will be delivered by the Company no later than ten (10) business days within a reasonable amount of time following the final Closing Dateof the Offering. The Subscriber hereby authorizes and directs the Company to deliver the Securities aforementioned certificates to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated next in the Investor Questionnaire, a form of which is attached hereto as Exhibit A. 1.5. The Purchase Price for the Shares purchased hereunder shall be paid pursuant to each Subscriber’s signature. the following instructions: By wire transfer: Beneficiary: Vertical Data Inc. Choice Financial Group Client (dBeneficiary) The Subscriber shall submit to Name: Vertical Data Inc. Client Contact: D▇▇▇▇ ▇▇▇▇ Account Number: 202424389400 ACH Routing#: Wire Routing#: 0▇▇▇▇▇▇▇▇ Bank Address: 4▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇., ▇▇▇, a 3rd-party verification service, all documents and information necessary for ▇▇ ▇▇ ▇▇▇▇▇ Beneficiary Address: 9▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇.▇▇▇ to affirm Subscriber’s accreditation status. All checks which are mailed must be sent by overnight express (e) The Subscriber shall pay the Subscription Funds by delivering good funds in DHL, UPS, United States Dollars by way of wire transfer of funds Postal Service Express, or Federal Express) with tracking numbers provided to the Company. 1.6. The wire transfer instructions are set forth Company may, in Exhibit D attached hereto and made their sole discretion, reject any subscription, in whole or in part. The Company may, in its sole discretion, terminate or withdraw the Offering in its entirety at any time prior to a part hereof. (f) Upon receipt of the Subscription Funds and acceptance of Closing in relation thereto. If this Subscription by the Company, the Company shall take up the Subscription Funds (a “Closing” and the date of such Closing, the “Closing Date”) and issue to the Subscriber such number of Units represented by the amount of the accepted Subscription Funds. (g) The Subscriber acknowledges that the subscription for Units hereunder may be is rejected in whole or in part by the Company in its sole discretion and for any reason, notwithstanding prior receipt by the Subscriber of notice of acceptance of such subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Subscriber an executed copy of this Agreement. If this Agreement is rejected in whole, or the offering of Units Offering is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Subscription Agreement shall thereafter be of no further force or effect. If this Agreement subscription is rejected in part, the funds for the rejected portion of this Agreement subscription will be returned without interest or offset, and this Subscription Agreement will continue in full force and effect to the extent this Agreement subscription was accepted. The Company shall not be required to allocate among investors on a pro rata basis in the event of an over-subscription.

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

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

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

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

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

Subscription Procedure. (a) 1.1 Subject to the terms and conditions hereinafter set forthforth herein and in the Registration Statement, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units Shares as is set forth upon the signature page hereof at an aggregate purchase a price as set forth on the Signature Page of $0.25 per Share (the “Subscription FundsPurchase Price”). A minimum of $10,000 of Units must be purchased by The Company agrees to sell such Shares to the Purchaser, unless a lower amount is agreed to by Subscriber for the Company, in its sole discretionPurchase Price. (b) 1.2 The subscription period will begin as of June 21, 2017, the date the Registration Statement is declared effective by the Securities and Exchange Commission (“SEC”) and will terminate (if the Closing Date has not earlier occurred) at 5:00 PM Pacific Standard Time on September 2130, 2017 2008, unless terminated earlier by the Company in its sole and absolute discretion (the “Offering Period”), which may be extended until October 21, 2017 at the sole discretion of the Company (the “Termination Date”). The Units Shares will be offered for on a minimum/maximum of $2,000,000 basis as more particularly set forth in a Confidential Private Placement Memorandum, dated June 21, 2017, and any supplements thereto (the “Private Placement Memorandum”) (subject to the Company’s right to increase the Offering amount to $3,000,000 in its sole discretion and without notice to the investors in the Offering)Registration Statement. The minimum dollar amount of Shares that may be purchased by the Subscriber hereby acknowledges receipt of is $1,250 unless the Private Placement MemorandumCompany elects to waive the requirement. The consummation of the Offering is subject to the satisfaction of a number the closing conditions set forth in Section 5 of conditions this Agreement. 1.3 The Purchase Price will be placed in escrow at Charter One Bank pursuant to an escrow agreement by and between the Company and its escrow agent, Synergy Law Group, LLC (the “Escrow Agreement”), and shall be further described paid over to the Company at the closing of the purchase of the Shares in the Private Placement Memorandum, one or more of which conditions may not occurOffering pursuant to this Agreement (the “Closing”). (c) 1.4 The certificates for the Shares, Class A Warrants, Class B Warrants and Class C Warrants Common Stock bearing the name of the Subscriber will be delivered by the Company no later than ten twenty (1020) business days following the Closing Dateof the Offering. The Subscriber hereby authorizes and directs the Company to deliver the Securities Shares to be issued to such the Subscriber pursuant to this Agreement and delivered to the residential or business address indicated next to each Subscriber’s signatureon the signature page hereof. (d) 1.5 This executed Subscription Agreement shall be forwarded to: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Synergy Law Group, LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Suite 600 Chicago, IL 60661 1.6 The Subscriber Purchase Price for the Shares purchased hereunder shall submit be paid by wire transfer to Charter One Bank in an amount equal to the total purchase price for the number of Shares you desire to purchase, as per the following instructions: CHARTER ONE BANK FED ABA# ▇▇▇▇▇▇▇▇▇ C/O TITLE STARTS ESCROW # 4512173977 All wire transfers should be accompanied by a facsimile notification of the wire to the attention of ▇▇▇▇▇ ▇▇▇▇▇▇.▇▇▇, a 3rd-party verification service, all documents and information necessary for ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ to affirm Subscriber’s accreditation statusat 312.454.0261. (e) 1.7 The Subscriber shall pay the Subscription Funds by delivering good funds Company may, in United States Dollars by way of wire transfer of funds to the Company. The wire transfer instructions are set forth in Exhibit D attached hereto and made a part hereof. (f) Upon receipt of the Subscription Funds and acceptance of this Subscription by the Companyits sole discretion, the Company shall take up the Subscription Funds (a “Closing” and the date of such Closingreject any subscription, the “Closing Date”) and issue to the Subscriber such number of Units represented by the amount of the accepted Subscription Funds. (g) The Subscriber acknowledges that the subscription for Units hereunder may be rejected in whole or in part by part, or terminate or withdraw the Company Offering in its sole discretion and for entirety at any reason, notwithstanding time prior receipt by the Subscriber of notice of acceptance of such subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Subscriber an executed copy of this Agreement. If this Agreement is rejected in whole, or the offering of Units is terminated, all funds received from the Subscriber will be returned without interest or offset, and this Agreement shall thereafter be of no further force or effect. If this Agreement is rejected in part, the funds for the rejected portion of this Agreement will be returned without interest or offset, and this Agreement will continue in full force and effect to the extent this Agreement was acceptedClosing.

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