Common use of Subscription Procedure Clause in Contracts

Subscription Procedure. (a) In order to subscribe for Participating Shares, each subscriber should: (i) complete and sign the attached Subscription Agreement. If the subscribers are joint subscribers, each subscriber should sign the Subscription Agreement; (ii) complete and sign the appropriate IRS Form(s) in accordance with the instructions accompanying the applicable Form. Please refer to ANNEX A; (iii) complete and sign the appropriate all the Appendix inside this form as provided by the Manager; The completed forms and the verification documents in ANNEX B should then be returned to Prestige Asset Management Limited (“Advisor”) at the address set out in section 4 below. (b) During the Initial Offer Period, applicants should send completed Subscription Agreements, together with any supporting documents, to Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the last Business Day of the Initial Offer Period. Subscription Agreements may be sent by facsimile transmission to the facsimile number or by email to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the first Subscription Day and Participating Shares, if issued, will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Investment Advisor, allow late cleared funds. (c) After the close of the Initial Offer Period, new applicants for Participating Shares and Shareholders wishing to apply for additional Participating Shares must send their completed Subscription Agreements, together with any supporting documents to the Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the applicable Subscription Day. Subscription Agreements may be sent by facsimile transmission to the facsimile number and by email to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the next Subscription Day and Participating Shares, if issued will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Directors, allow subscriptions on less than three Business Days’ notice or late cleared funds. (d) The Fund may reject any application in whole or in part and without giving any reason for doing so. If an application is rejected, the subscription monies paid, or the balance thereof in the case of a partial rejection, will be returned (without interest) as soon as practicable to the account from which the subscription monies were originally remitted. Any costs incurred in returning the subscription monies will be borne by the subscriber. (e) The Fund is not responsible for the transmission of Subscription Agreements to the Advisor. All subscriptions are subject to acceptance by the Fund. Unless otherwise directed by the Directors, Subscription Agreements are irrevocable. (f) The Participating Shares is subject to a subscription fee (the “Subscription Fee”). The Subscription Fee of each Class of Participating Shares is as specified in the relevant Appendix of the Supplement and must be paid within thirty (30) Business Day from the date of signing of the Subscription Agreement. The total subscription monies to be paid by a subscriber will equal the subscription amount plus the Subscription Fee. The Subscription Fee is paid to the Fund for the account of the Manager and is non-refundable. If timely payment is not made, a subscription may lapse and be cancelled. In such circumstances, the Company has the right to bring an action against the defaulting subscriber to obtain compensation for any loss directly or indirectly resulting from the failure by the subscriber to make good settlement by the settlement date. The Subscription Fee received by the Fund will not be refunded to the subscriber and the Manager will have the right to retain the Subscription Fee and to dispose or use it at its own will. (g) Participating Shares will be issued in registered form. Certificates will generally not be issued nor will any other documentation be issued, other than confirmation notices. Unless the Fund directs otherwise, contract notes will include an investor identification number and details of the Participating Shares that have been allotted. Contract notes will be sent to investors only after approval of their Subscription Agreement. Fractions of Participating Shares purchased will be issued to three decimal places.

Subscription Procedure. (a) In order Subject to subscribe the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for Participating Shares, each subscriber should: 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 (i) complete and sign the attached “Subscription AgreementFunds”). If the subscribers are joint subscribers, each subscriber should sign the Subscription Agreement; (ii) complete and sign the appropriate IRS Form(s) in accordance with the instructions accompanying the applicable Form. Please refer to ANNEX A; (iii) complete and sign the appropriate all the Appendix inside this form as provided A minimum of $10,000 of Units must be purchased by the Manager; The completed forms and Purchaser, unless a lower amount is agreed to by the verification documents Company, in ANNEX B should then be returned to Prestige Asset Management Limited (“Advisor”) at the address set out in section 4 belowits sole discretion. (b) During The subscription period will begin as of June 21, 2017, and will terminate (if the Initial Offer Closing Date has not earlier occurred) at 5:00 PM Pacific Standard Time on September 21, 2017 (the “Offering Period”), applicants should send completed Subscription Agreementswhich may be extended until October 21, together with any supporting documents, to Advisor prior to 5.00 p.m. (Hong Kong time) on 2017 at the Business Day which is ten (10) Business Days before the last Business Day sole discretion of the Initial Offer PeriodCompany (the “Termination Date”). Subscription Agreements may The Units will be sent by facsimile transmission 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 facsimile number or by email Company’s right to increase the Offering amount to $3,000,000 in its sole discretion and without notice to the email address stated below promptly, provided that investors in the original Subscription Agreement Offering). The Subscriber hereby acknowledges receipt of the Private Placement Memorandum. The consummation of the Offering is forwarded subject to the Advisor forthwith. None satisfaction of a number of conditions to be further described in the DirectorsPrivate Placement Memorandum, the Fund one or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility more of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds which conditions may be held over until the first Subscription Day and Participating Shares, if issued, will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Investment Advisor, allow late cleared fundsnot occur. (c) After The certificates for the close Shares, Class A Warrants, Class B Warrants and Class C Warrants bearing the name of the Initial Offer Period, new applicants for Participating Shares and Shareholders wishing to apply for additional Participating Shares must send their completed Subscription Agreements, together with any supporting documents to Subscriber will be delivered by the Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is Company no later than ten (10) Business Days before business days following the applicable Subscription DayClosing Date. Subscription Agreements may The Subscriber hereby authorizes and directs the Company to deliver the Securities to be sent by facsimile transmission issued to such Subscriber pursuant to this Agreement to the facsimile number and by email residential or business address indicated next to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the next Subscription Day and Participating Shares, if issued will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Directors, allow subscriptions on less than three Business Days’ notice or late cleared fundseach Subscriber’s signature. (d) The Fund may reject any application in whole or in part Subscriber shall submit to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, a 3rd-party verification service, all documents and without giving any reason information necessary for doing so. If an application is rejected, the subscription monies paid, or the balance thereof in the case of a partial rejection, will be returned (without interest) as soon as practicable ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ to the account from which the subscription monies were originally remitted. Any costs incurred in returning the subscription monies will be borne by the subscriberaffirm Subscriber’s accreditation status. (e) The Fund is not responsible for Subscriber shall pay the transmission Subscription Funds by delivering good funds in United States Dollars by way of Subscription Agreements wire transfer of funds to the AdvisorCompany. All subscriptions The wire transfer instructions are subject to acceptance by the Fund. Unless otherwise directed by the Directors, Subscription Agreements are irrevocableset forth in Exhibit D attached hereto and made a part hereof. (f) The Participating Shares is subject to a subscription fee (the “Subscription Fee”). The Subscription Fee of each Class of Participating Shares is as specified in the relevant Appendix Upon receipt of the Supplement Subscription Funds and must be paid within thirty acceptance of this Subscription by the Company, the Company shall take up the Subscription Funds (30) Business Day from a “Closing” and the date of signing such Closing, the “Closing Date”) and issue to the Subscriber such number of Units represented by the amount of the accepted Subscription Agreement. The total subscription monies to be paid by a subscriber will equal the subscription amount plus the Subscription Fee. The Subscription Fee is paid to the Fund for the account of the Manager and is non-refundable. If timely payment is not made, a subscription may lapse and be cancelled. In such circumstances, the Company has the right to bring an action against the defaulting subscriber to obtain compensation for any loss directly or indirectly resulting from the failure by the subscriber to make good settlement by the settlement date. The Subscription Fee received by the Fund will not be refunded to the subscriber and the Manager will have the right to retain the Subscription Fee and to dispose or use it at its own willFunds. (g) Participating Shares 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 issued returned without interest or offset, and this Agreement shall thereafter be of no further force or effect. If this Agreement is rejected in registered form. Certificates will generally not be issued nor will any other documentation be issuedpart, other than confirmation notices. Unless the Fund directs otherwise, contract notes will include an investor identification number and details funds for the rejected portion of the Participating Shares that have been allotted. Contract notes this Agreement will be sent returned without interest or offset, and this Agreement will continue in full force and effect to investors only after approval of their Subscription Agreement. Fractions of Participating Shares purchased will be issued to three decimal placesthe extent this Agreement was accepted.

Subscription Procedure. 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 Shares as is set forth upon the signature page hereof at a price of $1.60 per Share (athe “Purchase Price”). The Company agrees to sell such Shares to the Subscriber for the Purchase Price. 1.2 The subscription period will begin as of August 21, 2006 and will terminate (if the Closing Date has not earlier occurred) In order to subscribe for Participating Sharesat 5:00 PM Eastern Standard Time on October 30, each subscriber should: (i) complete and sign the attached Subscription Agreement. If the subscribers are joint subscribers2006, each subscriber should sign the Subscription Agreement; (ii) complete and sign the appropriate IRS Form(s) in accordance with the instructions accompanying the applicable Form. Please refer to ANNEX A; (iii) complete and sign the appropriate all the Appendix inside this form as provided unless extended by the Manager; The completed forms Company, KGE and the verification documents Placement Agent (as defined below) for up to an additional 90 days (the “Termination Date”). The Shares will be offered on a “best efforts” basis as more particularly set forth in ANNEX B should then be returned to Prestige Asset Management Limited a Confidential Private Placement Memorandum and any supplements thereto (the “AdvisorOffering Memorandum”) 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 Termination Date. The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of Shares will be made by WestPark Capital, Inc. (the “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 address set out closing of the purchase of the Shares in section 4 belowthe Offering (the “Closing”) to occur on the Closing Date. (b) During 1.5 The certificates for the Initial Offer Period, applicants should send completed Subscription Agreements, together with any supporting documents, to Advisor prior to 5.00 p.m. (Hong Kong time) on Common Stock bearing the Business Day which is ten (10) Business Days before the last Business Day name of the Initial Offer PeriodSubscriber will be delivered by the Company no later than thirty (30) 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 Subscription Agreements may be sent by facsimile transmission Agreement to the facsimile number residential or business address indicated in the Investor Questionnaire, as attached. 1.6 The Purchase Price for the Shares purchased hereunder shall be paid by certified check, payable to Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation, as escrow agent, or by email wire transfer to Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇ pursuant to the email address stated below promptlyfollowing instructions: Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇, provided that the original a Professional Corporation Subscription Agreement is forwarded to the Advisor forthwith. None Escrow Account #2 ▇▇▇▇▇ Fargo Bank 1801 Avenue of the DirectorsStars ▇▇▇ ▇▇▇▇▇▇▇, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the first Subscription Day and Participating Shares, if issued, will then be issued at the Subscription Price applicable on that day, although the Advisor ▇▇ ▇▇▇▇▇ Account # 5763556098 ABA # ▇▇▇▇▇▇▇▇▇ 1.7 The Company and/or KGE may, under direction from the Investment Advisorin their sole discretion, allow late cleared funds. (c) After the close of the Initial Offer Period, new applicants for Participating Shares and Shareholders wishing to apply for additional Participating Shares must send their completed Subscription Agreements, together with any supporting documents to the Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the applicable Subscription Day. Subscription Agreements may be sent by facsimile transmission to the facsimile number and by email to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the next Subscription Day and Participating Shares, if issued will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Directors, allow subscriptions on less than three Business Days’ notice or late cleared funds. (d) The Fund may reject any application subscription, in whole or in part and without giving any reason for doing so. If an application is rejected, the subscription monies paidpart, or terminate or withdraw the balance thereof 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 the case event of a partial rejection, will be returned (without interest) as soon as practicable to the account from which the subscription monies were originally remitted. Any costs incurred in returning the subscription monies will be borne by the subscriberan over-subscription. (e) The Fund is not responsible for the transmission of Subscription Agreements to the Advisor. All subscriptions are subject to acceptance by the Fund. Unless otherwise directed by the Directors, Subscription Agreements are irrevocable. (f) The Participating Shares is subject to a subscription fee (the “Subscription Fee”). The Subscription Fee of each Class of Participating Shares is as specified in the relevant Appendix of the Supplement and must be paid within thirty (30) Business Day from the date of signing of the Subscription Agreement. The total subscription monies to be paid by a subscriber will equal the subscription amount plus the Subscription Fee. The Subscription Fee is paid to the Fund for the account of the Manager and is non-refundable. If timely payment is not made, a subscription may lapse and be cancelled. In such circumstances, the Company has the right to bring an action against the defaulting subscriber to obtain compensation for any loss directly or indirectly resulting from the failure by the subscriber to make good settlement by the settlement date. The Subscription Fee received by the Fund will not be refunded to the subscriber and the Manager will have the right to retain the Subscription Fee and to dispose or use it at its own will. (g) Participating Shares will be issued in registered form. Certificates will generally not be issued nor will any other documentation be issued, other than confirmation notices. Unless the Fund directs otherwise, contract notes will include an investor identification number and details of the Participating Shares that have been allotted. Contract notes will be sent to investors only after approval of their Subscription Agreement. Fractions of Participating Shares purchased will be issued to three decimal places.

Subscription Procedure. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company the number of shares of Common Stock as is set forth upon the signature page hereof at a price of $4.60 per share (a) In order the “Purchase Price”). The Company agrees to subscribe sell such shares of Common Stock to the Subscriber for Participating Sharesthe Purchase Price, each subscriber should: (i) complete and sign subject to the attached Subscription Agreement. If the subscribers are joint subscribersprovisions of Section 1.7, each subscriber should sign the Subscription Agreement; (ii) complete and sign the appropriate IRS Form(s) in accordance with the instructions accompanying the applicable Form. Please refer to ANNEX A; (iii) complete and sign the appropriate all the Appendix inside this form as provided by the Manager; The completed forms and the verification documents in ANNEX B should then be returned to Prestige Asset Management Limited (“Advisor”) at the address set out in section 4 below. 1.2 The subscription period will begin as of the date of this Subscription Agreement and will terminate at 5:00 PM Eastern Standard Time on May 1, 2017, unless extended for up to an additional 90 days by the Company and the Placement Agent (bas defined below) During in their joint discretion (the Initial Offer Period“Termination Date”). The Common Stock will be offered on a “best efforts” basis as more particularly set forth in that Confidential Private Placement Memorandum and any supplements thereto (the “Offering Memorandum”), applicants should send completed Subscription Agreementsdated January 24, together with any supporting documents2017. The minimum investment per subscription of the Offering is $50,000.00, subject to Advisor the Company’s right to accept a lesser amount. There is no minimum number of Shares that must be sold to close the Offering. The Company may conduct one or more closings (each, a “Closing”) prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the last Business Day receipt of the Initial Offer Periodmaximum offering amount of $4,000,000. Subscription Agreements In the event the Offering is oversubscribed in excess of the maximum offering amount, the Offering may be sent by facsimile transmission increased up to $6,000,000 (the “Over-Subscription”). The consummation of the Offering is subject to the facsimile satisfaction of a number of conditions to be further described in the Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of the Common Stock will be made by email WestPark Capital, Inc. (the “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 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 email address stated below Company at one or more Closings. Such funds will be held for the Subscriber’s benefit, and will be returned promptly, provided that the original without interest or offset if this Subscription Agreement is forwarded 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 Advisor forthwith. None any Closing. 1.5 Certificates representing shares of Common Stock bearing the name of the DirectorsSubscriber will be delivered by the Company within a reasonable amount of time following the final Closing of the Offering. The Subscriber hereby authorizes and directs the Company to deliver the aforementioned certificates to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, as attached. 1.6 The Purchase Price for the Fund Shares purchased hereunder shall be paid to the Escrow Agent pursuant to the following instructions: Beneficiary Bank: ABA: Beneficiary Name: Beneficiary Account Number: Payable to: Mailed to: 1.7 The Company or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or emailPlacement Agent, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the first Subscription Day and Participating Shares, if issued, will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Investment Advisorin their sole discretion, allow late cleared funds. (c) After the close of the Initial Offer Period, new applicants for Participating Shares and Shareholders wishing to apply for additional Participating Shares must send their completed Subscription Agreements, together with any supporting documents to the Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the applicable Subscription Day. Subscription Agreements may be sent by facsimile transmission to the facsimile number and by email to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the next Subscription Day and Participating Shares, if issued will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Directors, allow subscriptions on less than three Business Days’ notice or late cleared funds. (d) The Fund may reject any application subscription, in whole or in part and without giving part. The Company may, in its sole discretion, terminate or withdraw the Offering in its entirety at any reason for doing sotime prior to a Closing in relation thereto. If an application this subscription is rejected, the subscription monies paid, rejected in whole or the balance thereof in Offering is terminated, all funds received from the case of a partial rejection, Subscriber will be returned (without interest) as soon as practicable interest or offset, and this Subscription Agreement shall thereafter be of no further force or effect. If this subscription is rejected in part, the funds for the rejected portion of this subscription will be returned without interest or offset, and this Subscription Agreement will continue in full force and effect to the account from which extent this subscription was accepted. Neither the subscription monies were originally remitted. Any costs incurred in returning Company nor the subscription monies will Placement Agent shall be borne by the subscriber. (e) The Fund is not responsible for the transmission of Subscription Agreements required to the Advisor. All subscriptions are subject to acceptance by the Fund. Unless otherwise directed by the Directors, Subscription Agreements are irrevocable. (f) The Participating Shares is subject to allocate among investors on a subscription fee (the “Subscription Fee”). The Subscription Fee of each Class of Participating Shares is as specified pro rata basis in the relevant Appendix event of the Supplement and must be paid within thirty (30) Business Day from the date of signing of the Subscription Agreement. The total subscription monies to be paid by a subscriber will equal the subscription amount plus the Subscription Fee. The Subscription Fee is paid to the Fund for the account of the Manager and is nonan over-refundable. If timely payment is not made, a subscription may lapse and be cancelled. In such circumstances, the Company has the right to bring an action against the defaulting subscriber to obtain compensation for any loss directly or indirectly resulting from the failure by the subscriber to make good settlement by the settlement date. The Subscription Fee received by the Fund will not be refunded to the subscriber and the Manager will have the right to retain the Subscription Fee and to dispose or use it at its own willsubscription. (g) Participating Shares will be issued in registered form. Certificates will generally not be issued nor will any other documentation be issued, other than confirmation notices. Unless the Fund directs otherwise, contract notes will include an investor identification number and details of the Participating Shares that have been allotted. Contract notes will be sent to investors only after approval of their Subscription Agreement. Fractions of Participating Shares purchased will be issued to three decimal places.

Subscription Procedure. 1.1 Subject to the terms and conditions set forth herein and in the Registration Statement, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Shares as is set forth upon the signature page hereof at a price of $0.01 per Share (a) In order the “Purchase Price”). The Company agrees to subscribe sell such Shares to the Subscriber for Participating Shares, each subscriber should:the Purchase Price. (i) complete and sign 1.2 The subscription period will begin as of the attached Subscription Agreement. If date the subscribers are joint subscribers, each subscriber should sign the Subscription Agreement; (ii) complete and sign the appropriate IRS Form(s) in accordance with the instructions accompanying the applicable Form. Please refer to ANNEX A; (iii) complete and sign the appropriate all the Appendix inside this form as provided Registration Statement is declared effective by the Manager; The completed forms Securities and the verification documents in ANNEX B should then be returned to Prestige Asset Management Limited Exchange Commission (“AdvisorSEC”) and will terminate 180 days thereafter, unless terminated earlier by the Company in its sole and absolute discretion (the “Offering Period”). The Shares will be offered as set forth in the Registration Statement. The consummation of the Offering is subject to the satisfaction of the closing conditions set forth in Section 5 of this Agreement. 1.3 The Purchase Price will be held in escrow during the Offering Period and shall be paid over to the Company at the address set out closing of the purchase of the Shares in section 4 belowthe Offering pursuant to this Agreement (the “Closing”). 1.4 The certificates for the Common Stock bearing the name of the Subscriber will be delivered by the Company no later than twenty (b20) During days following the Initial Offer Period, applicants should send completed Subscription Agreements, together with any supporting documents, Closing of the Offering. The Subscriber hereby authorizes and directs the Company to Advisor prior deliver the Shares to 5.00 p.m. (Hong Kong time) be issued to the Subscriber pursuant to this Agreement and delivered to the residential or business address indicated on the Business Day which is ten (10) Business Days before the last Business Day of the Initial Offer Period. Subscription Agreements may be sent by facsimile transmission to the facsimile number or by email to the email address stated below promptly, provided that the original signature page hereof. 1.5 This executed Subscription Agreement is shall be forwarded to: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Synergy Law Group, LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Suite 600 Chicago, IL 60661 1.6 The Purchase Price for the Shares purchased hereunder shall be paid by check or wire transfer (per instructions in the Prospectus) to the Advisor forthwith. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the first Subscription Day and Participating Shares, if issued, will then be issued at the Subscription Price applicable on that day, although the Advisor KOPR RESOURCES CORP. 1.7 The Company may, under direction from the Investment Advisorin its sole discretion, allow late cleared funds. (c) After the close of the Initial Offer Period, new applicants for Participating Shares and Shareholders wishing to apply for additional Participating Shares must send their completed Subscription Agreements, together with any supporting documents to the Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the applicable Subscription Day. Subscription Agreements may be sent by facsimile transmission to the facsimile number and by email to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the next Subscription Day and Participating Shares, if issued will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Directors, allow subscriptions on less than three Business Days’ notice or late cleared funds. (d) The Fund may reject any application subscription, in whole or in part and without giving any reason for doing so. If an application is rejected, the subscription monies paidpart, or terminate or withdraw the balance thereof Offering in the case of a partial rejection, will be returned (without interest) as soon as practicable its entirety at any time prior to the account from which the subscription monies were originally remitted. Any costs incurred in returning the subscription monies will be borne by the subscriberClosing. (e) The Fund is not responsible for the transmission of Subscription Agreements to the Advisor. All subscriptions are subject to acceptance by the Fund. Unless otherwise directed by the Directors, Subscription Agreements are irrevocable. (f) The Participating Shares is subject to a subscription fee (the “Subscription Fee”). The Subscription Fee of each Class of Participating Shares is as specified in the relevant Appendix of the Supplement and must be paid within thirty (30) Business Day from the date of signing of the Subscription Agreement. The total subscription monies to be paid by a subscriber will equal the subscription amount plus the Subscription Fee. The Subscription Fee is paid to the Fund for the account of the Manager and is non-refundable. If timely payment is not made, a subscription may lapse and be cancelled. In such circumstances, the Company has the right to bring an action against the defaulting subscriber to obtain compensation for any loss directly or indirectly resulting from the failure by the subscriber to make good settlement by the settlement date. The Subscription Fee received by the Fund will not be refunded to the subscriber and the Manager will have the right to retain the Subscription Fee and to dispose or use it at its own will. (g) Participating Shares will be issued in registered form. Certificates will generally not be issued nor will any other documentation be issued, other than confirmation notices. Unless the Fund directs otherwise, contract notes will include an investor identification number and details of the Participating Shares that have been allotted. Contract notes will be sent to investors only after approval of their Subscription Agreement. Fractions of Participating Shares purchased will be issued to three decimal places.

Subscription Procedure. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company the number of Units as is set forth upon the signature page hereof at a price of $5.50 per Unit (a) In order the “Purchase Price”). The Company agrees to subscribe sell such Units to the Subscriber for Participating Sharesthe Purchase Price, each subscriber should: (i) complete and sign subject to the attached Subscription Agreement. If the subscribers are joint subscribersprovisions of Section 1.7, each subscriber should sign the Subscription Agreement; (ii) complete and sign the appropriate IRS Form(s) in accordance with the instructions accompanying the applicable Form. Please refer to ANNEX A; (iii) complete and sign the appropriate all the Appendix inside this form as provided by the Manager; The completed forms and the verification documents in ANNEX B should then be returned to Prestige Asset Management Limited (“Advisor”) at the address set out in section 4 below. 1.2 The subscription period will begin as of the date of this Subscription Agreement and will terminate at 5:00 PM Eastern Standard Time on February 20, 2020, unless extended on one or more occasions for up to an additional one hundred and eighty (b180) During days by the Initial Offer PeriodBoard of Directors of the Company (as defined below) in their joint discretion (the “Termination Date”). The Units will be offered on a “best efforts” basis as more particularly set forth in that Confidential Private Placement Memorandum and any supplements thereto (the “Offering Memorandum”), applicants should send completed Subscription Agreementsdated August 22, together with any supporting documents2019. The minimum investment per subscription of the Offering is $50,000.00, subject to Advisor the Company’s right to accept a lesser amount. There is no minimum number of Units that must be sold to close the Offering. The Company may conduct one or more closings (each, a “Closing”) prior to 5.00 p.m. the receipt of the Maximum 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 (Hong Kong time) on the Business Day “Over-Subscription”). The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the 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 (the “Offering Bank Account”), the Company funds shall be transmitted directly to the Company at each Closing(s). Funds will be returned promptly, 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 the Warrants bearing the name of the Subscriber will be delivered by the Company within a reasonable amount of time following the final Closing of the Offering. The Subscriber hereby authorizes and directs the Company to deliver the aforementioned certificates to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, a form of which is ten 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 (10NY) Business Days before the last Business Day of the Initial Offer Period. Subscription Agreements may Payable to: NYIAX, Inc. Mailed to: All checks which are mailed must be sent by facsimile transmission overnight express (DHL, UPS, United States Postal Service Express, or Federal Express) with tracking numbers provided to the facsimile number or by email to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the first Subscription Day and Participating Shares, if issued, will then be issued at the Subscription Price applicable on that day, although the Advisor Company. 1.6 The Company may, under direction from the Investment Advisorin their sole discretion, allow late cleared funds. (c) After the close of the Initial Offer Period, new applicants for Participating Shares and Shareholders wishing to apply for additional Participating Shares must send their completed Subscription Agreements, together with any supporting documents to the Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the applicable Subscription Day. Subscription Agreements may be sent by facsimile transmission to the facsimile number and by email to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the next Subscription Day and Participating Shares, if issued will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Directors, allow subscriptions on less than three Business Days’ notice or late cleared funds. (d) The Fund may reject any application subscription, in whole or in part and without giving part. The Company may, in its sole discretion, terminate or withdraw the Offering in its entirety at any reason for doing sotime prior to a Closing in relation thereto. If an application this subscription is rejected, the subscription monies paid, rejected in whole or the balance thereof in Offering is terminated, all funds received from the case of a partial rejection, Subscriber will be returned (without interest) as soon as practicable interest or offset, and this Subscription Agreement shall thereafter be of no further force or effect. If this subscription is rejected in part, the funds for the rejected portion of this subscription will be returned without interest or offset, and this Subscription Agreement will continue in full force and effect to the account from which the extent this subscription monies were originally remitted. Any costs incurred in returning the subscription monies will be borne by the subscriber. (e) The Fund is not responsible for the transmission of Subscription Agreements to the Advisor. All subscriptions are subject to acceptance by the Fund. Unless otherwise directed by the Directors, Subscription Agreements are irrevocable. (f) The Participating Shares is subject to a subscription fee (the “Subscription Fee”)was accepted. The Subscription Fee of each Class of Participating Shares is as specified Company shall not be required to allocate among investors on a pro rata basis in the relevant Appendix event of the Supplement and must be paid within thirty (30) Business Day from the date of signing of the Subscription Agreement. The total subscription monies to be paid by a subscriber will equal the subscription amount plus the Subscription Fee. The Subscription Fee is paid to the Fund for the account of the Manager and is nonan over-refundable. If timely payment is not made, a subscription may lapse and be cancelled. In such circumstances, the Company has the right to bring an action against the defaulting subscriber to obtain compensation for any loss directly or indirectly resulting from the failure by the subscriber to make good settlement by the settlement date. The Subscription Fee received by the Fund will not be refunded to the subscriber and the Manager will have the right to retain the Subscription Fee and to dispose or use it at its own willsubscription. (g) Participating Shares will be issued in registered form. Certificates will generally not be issued nor will any other documentation be issued, other than confirmation notices. Unless the Fund directs otherwise, contract notes will include an investor identification number and details of the Participating Shares that have been allotted. Contract notes will be sent to investors only after approval of their Subscription Agreement. Fractions of Participating Shares purchased will be issued to three decimal places.

Subscription Procedure. 1.1 Subject to the terms and conditions set forth herein and in the Registration Statement, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Shares as is set forth upon the signature page hereof at the price per Share (athe “Purchase Price”) In order set forth above. The Company agrees to subscribe sell such Shares to the Subscriber for Participating Sharesthe Purchase Price. 1.2 The subscription period (the “Offering Period”) 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, each subscriber should:the Offering Period will terminate on 1.3 The Shares will be offered on a minimum/maximum basis as more particularly set forth in the Registration Statement. Unless the Company elects to waive the requirement, the minimum dollar amount of Shares that may be purchased by the Subscriber is 1.4 The consummation of the Offering is subject to the satisfaction of the closing conditions set forth in Section 5 of this Agreement. 1.5 The Purchase Price will be: (i) complete placed in escrow at the bank set forth in Section 1.6 pursuant to an escrow agreement (the “Escrow Agreement”) by and sign between the attached Subscription Company and its escrow agent, ▇▇▇▇ & Associates LLC (the “Escrow Agreement. If ”), and shall be paid over to the subscribers are joint subscribers, each subscriber should sign Company at the Subscription Agreement;closing of the purchase of the Shares in the Offering pursuant to this Agreement (the “Closing”). (ii) complete and sign 1.6 The certificates for the appropriate IRS Form(s) in accordance with Common Stock bearing the instructions accompanying name of the applicable Form. Please refer to ANNEX A; (iii) complete and sign the appropriate all the Appendix inside this form as provided Subscriber will be delivered by the Manager; Company no later than twenty (20) days following the Closing of the Offering. The completed forms Subscriber hereby authorizes and directs the verification documents Company to deliver the Shares to be issued to the Subscriber pursuant to this Agreement and delivered to the residential or business address indicated on the signature page hereof. 1.5 This executed Subscription Agreement shall 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 ANNEX B an amount equal to the total purchase price for the number of Shares you desire to purchase, as per the following instructions: FREEDOM BANK FED ABA #▇▇▇▇▇▇▇▇▇ ▇/▇ ▇▇▇▇▇▇ # ▇▇▇▇▇▇▇ All wire transfers should then be returned accompanied by a notification of the wire to Prestige Asset Management Limited (“Advisor”) the attention of ▇▇▇▇▇ ▇. ▇▇▇▇▇ at the address set out in section 4 belowabove address. (b) During the Initial Offer Period, applicants should send completed Subscription Agreements, together with any supporting documents, to Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the last Business Day of the Initial Offer Period. Subscription Agreements may be sent by facsimile transmission to the facsimile number or by email to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the first Subscription Day and Participating Shares, if issued, will then be issued at the Subscription Price applicable on that day, although the Advisor 1.7 The Company may, under direction from the Investment Advisorin its sole discretion, allow late cleared funds. (c) After the close of the Initial Offer Period, new applicants for Participating Shares and Shareholders wishing to apply for additional Participating Shares must send their completed Subscription Agreements, together with any supporting documents to the Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the applicable Subscription Day. Subscription Agreements may be sent by facsimile transmission to the facsimile number and by email to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the next Subscription Day and Participating Shares, if issued will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Directors, allow subscriptions on less than three Business Days’ notice or late cleared funds. (d) The Fund may reject any application subscription, in whole or in part and without giving any reason for doing so. If an application is rejected, the subscription monies paidpart, or terminate or withdraw the balance thereof Offering in the case of a partial rejection, will be returned (without interest) as soon as practicable its entirety at any time prior to the account from which the subscription monies were originally remitted. Any costs incurred in returning the subscription monies will be borne by the subscriberClosing. (e) The Fund is not responsible for the transmission of Subscription Agreements to the Advisor. All subscriptions are subject to acceptance by the Fund. Unless otherwise directed by the Directors, Subscription Agreements are irrevocable. (f) The Participating Shares is subject to a subscription fee (the “Subscription Fee”). The Subscription Fee of each Class of Participating Shares is as specified in the relevant Appendix of the Supplement and must be paid within thirty (30) Business Day from the date of signing of the Subscription Agreement. The total subscription monies to be paid by a subscriber will equal the subscription amount plus the Subscription Fee. The Subscription Fee is paid to the Fund for the account of the Manager and is non-refundable. If timely payment is not made, a subscription may lapse and be cancelled. In such circumstances, the Company has the right to bring an action against the defaulting subscriber to obtain compensation for any loss directly or indirectly resulting from the failure by the subscriber to make good settlement by the settlement date. The Subscription Fee received by the Fund will not be refunded to the subscriber and the Manager will have the right to retain the Subscription Fee and to dispose or use it at its own will. (g) Participating Shares will be issued in registered form. Certificates will generally not be issued nor will any other documentation be issued, other than confirmation notices. Unless the Fund directs otherwise, contract notes will include an investor identification number and details of the Participating Shares that have been allotted. Contract notes will be sent to investors only after approval of their Subscription Agreement. Fractions of Participating Shares purchased will be issued to three decimal places.

Subscription Procedure. 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 Shares as is set forth upon the signature page hereof at a price of $1.29 per Share (athe “Purchase Price”). The Company agrees to sell such Shares to the Subscriber for the Purchase Price. 1.2 The subscription period will begin as of December 15, 2006 and will terminate (if the Closing Date has not earlier occurred) In order to subscribe for Participating Sharesat 5:00 PM Eastern Standard Time on January 31, each subscriber should: (i) complete and sign the attached Subscription Agreement. If the subscribers are joint subscribers2007, each subscriber should sign the Subscription Agreement; (ii) complete and sign the appropriate IRS Form(s) in accordance with the instructions accompanying the applicable Form. Please refer to ANNEX A; (iii) complete and sign the appropriate all the Appendix inside this form as provided unless extended by the Manager; The completed forms Company, TME and the verification documents Placement Agent (as defined below) for up to an additional 30 days (the “Termination Date”). The Shares will be offered on a “best efforts” basis as more particularly set forth in ANNEX B should then a Confidential Private Placement Memorandum and any supplements thereto (the “Offering Memorandum”). The final Offering Memorandum will be returned provided to Prestige Asset Management Limited Subscribers in the Offering 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 Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of Shares will be made by Westpark Capital, Inc. (the “AdvisorPlacement Agent”), which will receive certain compensation therefore as will be more fully described in the Offering Memorandum. 1.4 The Purchase Price for any shares purchased hereunder by residents of Hong Kong or the People’s Republic of China (the “Foreign Purchase Price”) will be placed in escrow pursuant to an escrow agreement (the “Foreign Escrow Agreement”) by and among the Placement Agent, the Company and Arculli Fong & Ng as escrow agent and shall be paid over to the Company at the address set out closing of the purchase of the Shares in section 4 belowthe Offering (the “Closing”) to occur on the Closing Date. 1.5 The Purchase Price for shares purchased hereunder by residents not referenced in Section 1.4 herein will be placed in escrow pursuant to an escrow agreement (bthe “Escrow Agreement”) During by and among the Initial Offer PeriodPlacement Agent, applicants should send completed the Company and ▇▇▇▇▇ ▇▇▇▇▇, Esq. as escrow agent, and shall be paid over to the Company at the Closing. 1.6 The certificates for the shares bearing the name of the Subscriber will be delivered by the Company no later than thirty (30) 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 Subscription AgreementsAgreement to the residential or business address indicated in the Investor Questionnaire, together with any supporting documentsas attached. 1.7 The Purchase Price for the Shares purchased hereunder further to Section 1.4 herein shall be paid by wire transfer of immediately available U.S. funds or by certified check payable in U.S. funds payable to “Arculli Fong & Ng”, as escrow agent, pursuant to Advisor prior to 5.00 p.m. (the following instructions: Name of Beneficiary: Arculli Fong & Ng Bank Name: The Hong Kong time) on & Shanghai Banking Corporation, Ltd. Bank Branch: Exchange Square Branch Bank Address: ▇▇▇▇ ▇▇. ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ Bank Code: 004 Our account number: ▇▇▇-▇▇▇▇▇▇-▇▇▇ Swiftcode: ▇▇▇▇▇▇▇▇▇▇▇ 1.8 The Purchase Price for the Business Day which is ten (10) Business Days before Shares purchased hereunder further to Section 1.5 herein shall 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 last Business Day following instructions: Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation Subscription Escrow Account #2 ▇▇▇▇▇ Fargo Bank 1801 Avenue of the Initial Offer Period. Subscription Agreements may be sent by facsimile transmission to the facsimile number or by email to the email address stated below promptlyStars ▇▇▇ ▇▇▇▇▇▇▇, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the first Subscription Day and Participating Shares, if issued, will then be issued at the Subscription Price applicable on that day, although the Advisor ▇▇ ▇▇▇▇▇ Account # 5763556098 ABA # ▇▇▇▇▇▇▇▇▇ 1.9 The Company and/or TME may, under direction from the Investment Advisorin their sole discretion, allow late cleared funds. (c) After the close of the Initial Offer Period, new applicants for Participating Shares and Shareholders wishing to apply for additional Participating Shares must send their completed Subscription Agreements, together with any supporting documents to the Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the applicable Subscription Day. Subscription Agreements may be sent by facsimile transmission to the facsimile number and by email to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the next Subscription Day and Participating Shares, if issued will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Directors, allow subscriptions on less than three Business Days’ notice or late cleared funds. (d) The Fund may reject any application subscription, in whole or in part and without giving any reason for doing so. If an application is rejected, the subscription monies paidpart, or terminate or withdraw the balance thereof 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 the case event of a partial rejection, will be returned (without interest) as soon as practicable to the account from which the subscription monies were originally remitted. Any costs incurred in returning the subscription monies will be borne by the subscriberan over-subscription. (e) The Fund is not responsible for the transmission of Subscription Agreements to the Advisor. All subscriptions are subject to acceptance by the Fund. Unless otherwise directed by the Directors, Subscription Agreements are irrevocable. (f) The Participating Shares is subject to a subscription fee (the “Subscription Fee”). The Subscription Fee of each Class of Participating Shares is as specified in the relevant Appendix of the Supplement and must be paid within thirty (30) Business Day from the date of signing of the Subscription Agreement. The total subscription monies to be paid by a subscriber will equal the subscription amount plus the Subscription Fee. The Subscription Fee is paid to the Fund for the account of the Manager and is non-refundable. If timely payment is not made, a subscription may lapse and be cancelled. In such circumstances, the Company has the right to bring an action against the defaulting subscriber to obtain compensation for any loss directly or indirectly resulting from the failure by the subscriber to make good settlement by the settlement date. The Subscription Fee received by the Fund will not be refunded to the subscriber and the Manager will have the right to retain the Subscription Fee and to dispose or use it at its own will. (g) Participating Shares will be issued in registered form. Certificates will generally not be issued nor will any other documentation be issued, other than confirmation notices. Unless the Fund directs otherwise, contract notes will include an investor identification number and details of the Participating Shares that have been allotted. Contract notes will be sent to investors only after approval of their Subscription Agreement. Fractions of Participating Shares purchased will be issued to three decimal places.

Subscription Procedure. 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 Shares as is set forth upon the signature page hereof at a price of $1.10 per Share (athe “Purchase Price”). The Company agrees to sell such Shares to the Subscriber for the Purchase Price. 1.2 The subscription period will begin as of August 1, 2007 and will terminate (if the Closing Date has not earlier occurred) In order to subscribe for Participating Sharesat 5:00 PM Eastern Standard Time on September 30, each subscriber should: (i) complete and sign the attached Subscription Agreement. If the subscribers are joint subscribers2007, each subscriber should sign the Subscription Agreement; (ii) complete and sign the appropriate IRS Form(s) in accordance with the instructions accompanying the applicable Form. Please refer to ANNEX A; (iii) complete and sign the appropriate all the Appendix inside this form as provided unless extended by the Manager; The completed forms Company, Highpower and the verification documents Placement Agent (as defined below) for up to an additional 90 days (the “Termination Date”). The Shares will be offered on a “best efforts” basis as more particularly set forth in ANNEX B should then be returned to Prestige Asset Management Limited a Confidential Private Placement Memorandum and any supplements thereto (the “AdvisorOffering Memorandum”) which shall supersede in its entirety that Executive Summary dated July 17, 2007. The final Offering Memorandum will be provided to Subscribers in the Offering no later than one (1) day 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 Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of Shares will be made by WestPark Capital, Inc. (the “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 address set out closing of the purchase of the Shares in section 4 belowthe Offering (the “Closing”) to occur on the Closing Date. (b) During 1.5 The certificates for the Initial Offer Period, applicants should send completed Subscription Agreements, together with any supporting documents, to Advisor prior to 5.00 p.m. (Hong Kong time) on Common Stock bearing the Business Day which is ten (10) Business Days before the last Business Day name of the Initial Offer PeriodSubscriber will be delivered by the Company no later than thirty (30) 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 Subscription Agreements may be sent by facsimile transmission Agreement to the facsimile number residential or business address indicated in the Investor Questionnaire, as attached. 1.6 The Purchase Price for the Shares purchased hereunder shall be paid by certified check, payable to Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation, as escrow agent, or by email wire transfer to Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇ pursuant to the email address stated below promptlyfollowing instructions: Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇, provided that the original a Professional Corporation Subscription Agreement is forwarded to the Advisor forthwith. None Escrow Account #2 ▇▇▇▇▇ Fargo Bank 1801 Avenue of the DirectorsStars ▇▇▇ ▇▇▇▇▇▇▇, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the first Subscription Day and Participating Shares, if issued, will then be issued at the Subscription Price applicable on that day, although the Advisor ▇▇ ▇▇▇▇▇ Account # 5763556098 ABA # ▇▇▇▇▇▇▇▇▇ 1.7 The Company and/or Highpower may, under direction from the Investment Advisorin their sole discretion, allow late cleared funds. (c) After the close of the Initial Offer Period, new applicants for Participating Shares and Shareholders wishing to apply for additional Participating Shares must send their completed Subscription Agreements, together with any supporting documents to the Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the applicable Subscription Day. Subscription Agreements may be sent by facsimile transmission to the facsimile number and by email to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the next Subscription Day and Participating Shares, if issued will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Directors, allow subscriptions on less than three Business Days’ notice or late cleared funds. (d) The Fund may reject any application subscription, in whole or in part and without giving any reason for doing so. If an application is rejected, the subscription monies paidpart, or terminate or withdraw the balance thereof 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 the case event of a partial rejection, will be returned (without interest) as soon as practicable to the account from which the subscription monies were originally remitted. Any costs incurred in returning the subscription monies will be borne by the subscriberan over-subscription. (e) The Fund is not responsible for the transmission of Subscription Agreements to the Advisor. All subscriptions are subject to acceptance by the Fund. Unless otherwise directed by the Directors, Subscription Agreements are irrevocable. (f) The Participating Shares is subject to a subscription fee (the “Subscription Fee”). The Subscription Fee of each Class of Participating Shares is as specified in the relevant Appendix of the Supplement and must be paid within thirty (30) Business Day from the date of signing of the Subscription Agreement. The total subscription monies to be paid by a subscriber will equal the subscription amount plus the Subscription Fee. The Subscription Fee is paid to the Fund for the account of the Manager and is non-refundable. If timely payment is not made, a subscription may lapse and be cancelled. In such circumstances, the Company has the right to bring an action against the defaulting subscriber to obtain compensation for any loss directly or indirectly resulting from the failure by the subscriber to make good settlement by the settlement date. The Subscription Fee received by the Fund will not be refunded to the subscriber and the Manager will have the right to retain the Subscription Fee and to dispose or use it at its own will. (g) Participating Shares will be issued in registered form. Certificates will generally not be issued nor will any other documentation be issued, other than confirmation notices. Unless the Fund directs otherwise, contract notes will include an investor identification number and details of the Participating Shares that have been allotted. Contract notes will be sent to investors only after approval of their Subscription Agreement. Fractions of Participating Shares purchased will be issued to three decimal places.

Subscription Procedure. 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 a price of $3.33 per Unit (athe "Purchase Price"). The Company agrees to sell such Units to the Subscriber for the Purchase Price. 1.2 The subscription period will begin as of October 1, 2004 and will terminate (if the Closing Date has not earlier occurred) In order at 5 PM Eastern Standard Time on November 5, 2004, unless extended by the Company, Dyadic and the Placement Agents (as defined below) for up to subscribe an additional 90 days (the "Termination Date"). The Units will be offered on a "best efforts" basis as more particularly set forth in the Confidential Offering Memorandum dated October, 2004 and any supplements thereto (the "Offering Memorandum"). The minimum dollar amount of Units that may be purchased by the Subscriber is $25,000 unless Dyadic and the Company waive the requirement. The consummation of the Offering is subject to the satisfaction of a number of conditions, as further described in the 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] (collectively, 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 Participating Shares, each subscriber should: (i) complete and sign the attached Subscription Agreement. If the subscribers are joint subscribers, each subscriber should sign the Subscription Agreement; (ii) complete and sign the appropriate IRS Form(s) in accordance Common Stock together with the instructions accompanying Warrants bearing the applicable Form. Please refer to ANNEX A; (iii) complete and sign name of the appropriate all the Appendix inside this form as provided Subscriber will be delivered by the Manager; Company no later than fifteen (15) days following the Closing Date. The completed forms Subscriber hereby authorizes and directs the verification documents Company to deliver the securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in ANNEX B should then be returned to Prestige Asset Management Limited (“Advisor”) at the address set out in section 4 belowInvestor Questionnaire. (b) During 1.6 The Purchase Price for the Initial Offer PeriodUnits purchased hereunder shall be paid by certified check, applicants should send completed Subscription Agreementspayable to McGuireWoods LLP, together with any supporting documentsas escrow agent, or by wire transfer to Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the last Business Day of the Initial Offer Period. Subscription Agreements may be sent by facsimile transmission McGuireWoods LLP pursuant to the facsimile number or by email to the email address stated below promptlyfollowing instructions: BANK OF AMERICA - Jacksonville, provided that the original FL ABA: 026009593 (Domestic Wires) 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 Agreement is forwarded to the Advisor forthwith. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the first Subscription Day Escrow 1.7 The Company and Participating Shares, if issued, will then be issued at the Subscription Price applicable on that day, although the Advisor Dyadic may, under direction from the Investment Advisorin their sole discretion, allow late cleared funds. (c) After the close of the Initial Offer Period, new applicants for Participating Shares and Shareholders wishing to apply for additional Participating Shares must send their completed Subscription Agreements, together with any supporting documents to the Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the applicable Subscription Day. Subscription Agreements may be sent by facsimile transmission to the facsimile number and by email to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the next Subscription Day and Participating Shares, if issued will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Directors, allow subscriptions on less than three Business Days’ notice or late cleared funds. (d) The Fund may reject any application subscription, in whole or in part and without giving any reason for doing so. If an application is rejected, the subscription monies paidpart, or terminate or withdraw the balance thereof 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 the case event of a partial rejection, will be returned (without interest) as soon as practicable to the account from which the subscription monies were originally remitted. Any costs incurred in returning the subscription monies will be borne by the subscriberan over-subscription. (e) The Fund is not responsible for the transmission of Subscription Agreements to the Advisor. All subscriptions are subject to acceptance by the Fund. Unless otherwise directed by the Directors, Subscription Agreements are irrevocable. (f) The Participating Shares is subject to a subscription fee (the “Subscription Fee”). The Subscription Fee of each Class of Participating Shares is as specified in the relevant Appendix of the Supplement and must be paid within thirty (30) Business Day from the date of signing of the Subscription Agreement. The total subscription monies to be paid by a subscriber will equal the subscription amount plus the Subscription Fee. The Subscription Fee is paid to the Fund for the account of the Manager and is non-refundable. If timely payment is not made, a subscription may lapse and be cancelled. In such circumstances, the Company has the right to bring an action against the defaulting subscriber to obtain compensation for any loss directly or indirectly resulting from the failure by the subscriber to make good settlement by the settlement date. The Subscription Fee received by the Fund will not be refunded to the subscriber and the Manager will have the right to retain the Subscription Fee and to dispose or use it at its own will. (g) Participating Shares will be issued in registered form. Certificates will generally not be issued nor will any other documentation be issued, other than confirmation notices. Unless the Fund directs otherwise, contract notes will include an investor identification number and details of the Participating Shares that have been allotted. Contract notes will be sent to investors only after approval of their Subscription Agreement. Fractions of Participating Shares purchased will be issued to three decimal places.

Subscription Procedure. 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 shares of Common Stock as is set forth upon the signature page hereof at a price of $1.00 per share (athe "Purchase Price"). The Company agrees to sell such shares of Common Stock to the Subscriber for the Purchase Price. 1.2 The subscription period will begin as of December 14, 2004 and will terminate (if the Closing Date has not earlier occurred) In order at 5:00 PM Eastern Standard Time on December 15, 2004, unless extended by the Company and Trafficlogic for up to subscribe an additional 90 days (the "Termination Date"). The Common Stock will be offered and sold as more particularly set forth in the Confidential Offering Memorandum dated December 14, 2004 and any supplements thereto (the "Offering Memorandum"). The minimum dollar amount of Common Stock that may be purchased by the Subscriber is $25,000 unless Trafficlogic and the Company waive the minimum purchase requirement. The consummation of the Offering is subject to the satisfaction of a number of conditions, as further described in the Offering Memorandum, one or more of which conditions may not occur. 1.3 The Purchase Price will be placed in escrow pursuant to an escrow agreement by and among, the Company, Trafficlogic 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 Common Stock in the Offering (the "Closing") to occur on the Closing Date. 1.4 The certificates for Participating Shares, each subscriber should:the Common Stock bearing the name of the Subscriber will be delivered by the Company no later than fifteen (15) 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 Subscription Agreement to the residential or business address indicated in the Investor Questionnaire attached hereto as Exhibit A (the "Investor Questionnaire"). 1.5 The Purchase Price for the Common Stock purchased hereunder shall be paid only by (i) complete and sign the attached Subscription Agreement. If the subscribers are joint subscriberscertified check, each subscriber should sign the Subscription Agreement; payable to McGuireWoods LLP, as escrow agent or (ii) complete and sign the appropriate IRS Form(s) in accordance with the instructions accompanying the applicable Form. Please refer by wire transfer to ANNEX A; (iii) complete and sign the appropriate all the Appendix inside this form as provided by the Manager; The completed forms and the verification documents in ANNEX B should then be returned to Prestige Asset Management Limited (“Advisor”) at the address set out in section 4 below. (b) During the Initial Offer Period, applicants should send completed Subscription Agreements, together with any supporting documents, to Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the last Business Day of the Initial Offer Period. Subscription Agreements may be sent by facsimile transmission McGuireWoods LLP pursuant to the facsimile number or by email to the email address stated below promptlyfollowing instructions: BANK OF AMERICA ABA: 026009593 (Domestic Wires) Swift Code: BOFAUS3N (Internatio▇▇▇ ▇▇▇▇▇) Credit: McGuireWoods LLP IOL▇▇ ▇▇▇▇▇nt Account Number: 2101206537 Reference: (Louis W. Zehil / 2043356-0001) Trafficlogic/MAC Subscription ▇▇▇▇▇▇ ▇▇▇▇▇reWoods Accounting Contact: Kareemah L. Boone (804) 775-1239 Bank Contact: Patrick Comia (888) 84▇-▇▇▇▇, provided that the original Subscription Agreement is forwarded to the Advisor forthwith▇▇▇. None of the Directors▇, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email▇x▇. ▇▇▇▇▇ 1.6 The Compa▇▇ ▇▇▇ ▇▇▇▇▇▇c▇▇▇▇▇ ▇▇▇, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the first Subscription Day and Participating Shares▇▇ their sole discretion, if issued, will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Investment Advisor, allow late cleared funds. (c) After the close of the Initial Offer Period, new applicants for Participating Shares and Shareholders wishing to apply for additional Participating Shares must send their completed Subscription Agreements, together with any supporting documents to the Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the applicable Subscription Day. Subscription Agreements may be sent by facsimile transmission to the facsimile number and by email to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the next Subscription Day and Participating Shares, if issued will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Directors, allow subscriptions on less than three Business Days’ notice or late cleared funds. (d) The Fund may reject any application subscription, in whole or in part and without giving any reason for doing so. If an application is rejected, the subscription monies paidpart, or terminate or withdraw the balance thereof Offering in its entirety at any time prior to a closing thereof. The Company shall not be required to allocate shares of Common Stock among investors on a pro rata, or any other, basis in the case event of a partial rejection, will be returned (without interest) as soon as practicable to the account from which the over-subscription monies were originally remitted. Any costs incurred in returning the subscription monies will be borne by the subscribertherefor. (e) The Fund is not responsible for the transmission of Subscription Agreements to the Advisor. All subscriptions are subject to acceptance by the Fund. Unless otherwise directed by the Directors, Subscription Agreements are irrevocable. (f) The Participating Shares is subject to a subscription fee (the “Subscription Fee”). The Subscription Fee of each Class of Participating Shares is as specified in the relevant Appendix of the Supplement and must be paid within thirty (30) Business Day from the date of signing of the Subscription Agreement. The total subscription monies to be paid by a subscriber will equal the subscription amount plus the Subscription Fee. The Subscription Fee is paid to the Fund for the account of the Manager and is non-refundable. If timely payment is not made, a subscription may lapse and be cancelled. In such circumstances, the Company has the right to bring an action against the defaulting subscriber to obtain compensation for any loss directly or indirectly resulting from the failure by the subscriber to make good settlement by the settlement date. The Subscription Fee received by the Fund will not be refunded to the subscriber and the Manager will have the right to retain the Subscription Fee and to dispose or use it at its own will. (g) Participating Shares will be issued in registered form. Certificates will generally not be issued nor will any other documentation be issued, other than confirmation notices. Unless the Fund directs otherwise, contract notes will include an investor identification number and details of the Participating Shares that have been allotted. Contract notes will be sent to investors only after approval of their Subscription Agreement. Fractions of Participating Shares purchased will be issued to three decimal places.

Subscription Procedure. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company the number of shares of Common Stock as is set forth upon the signature page hereof at a price of $3.30 per share (a) In order the “Purchase Price”). The Company agrees to subscribe sell such shares of Common Stock to the Subscriber for Participating Sharesthe Purchase Price, each subscriber should: (i) complete and sign subject to the attached Subscription Agreement. If the subscribers are joint subscribersprovisions of Section 1.7, each subscriber should sign the Subscription Agreement; (ii) complete and sign the appropriate IRS Form(s) in accordance with the instructions accompanying the applicable Form. Please refer to ANNEX A; (iii) complete and sign the appropriate all the Appendix inside this form as provided by the Manager; The completed forms and the verification documents in ANNEX B should then be returned to Prestige Asset Management Limited (“Advisor”) at the address set out in section 4 below. 1.2 The subscription period will begin as of May 25, 2016 and will terminate at 5:00 PM Eastern Standard Time on July 25, 2016, unless extended for up to an additional 30 days by the Company and the Placement Agent (bas defined below) During (the Initial Offer Period“Termination Date”). The Common Stock will be offered on a “best efforts” basis as more particularly set forth in that Confidential Private Placement Memorandum and any supplements thereto (the “Offering Memorandum”), applicants should send completed Subscription Agreementsdated May 26, together with any supporting documents2016. The minimum investment per subscription of this Offering is $50,000.00, subject to Advisor the Company’s right to accept a lesser amount. There is no minimum number of Shares that must be sold to close this Offering. The Company may conduct one or more closings (each, a “Closing”) prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the last Business Day receipt of the Initial Offer Periodmaximum offering amount of $2,500,000. Subscription Agreements may be sent by facsimile transmission The consummation of the Offering is subject to the facsimile satisfaction of a number of conditions to be further described in the Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of the Common Stock will be made by email WestPark Capital, Inc. (the “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 Signature Bank, N.A., 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 email address stated below Company at one or more Closings. Such funds will be held for the Subscriber’s benefit, and will be returned promptly, provided that the original without interest or offset if this Subscription Agreement is forwarded 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 Advisor forthwith. None any Closing. 1.5 Certificates representing shares of Common Stock bearing the name of the DirectorsSubscriber will be delivered by the Company within a reasonable amount of time following the final Closing of the Offering. The Subscriber hereby authorizes and directs the Company to deliver the aforementioned certificates to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, as attached. 1.6 The Purchase Price for the Fund Shares purchased hereunder shall be paid to the Escrow Agent pursuant to the following instructions: If by wire transfer: If by check: Payable to: Memo: Mailed to: 1.7 The Company or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or emailPlacement Agent, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the first Subscription Day and Participating Shares, if issued, will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Investment Advisorin their sole discretion, allow late cleared funds. (c) After the close of the Initial Offer Period, new applicants for Participating Shares and Shareholders wishing to apply for additional Participating Shares must send their completed Subscription Agreements, together with any supporting documents to the Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the applicable Subscription Day. Subscription Agreements may be sent by facsimile transmission to the facsimile number and by email to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the next Subscription Day and Participating Shares, if issued will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Directors, allow subscriptions on less than three Business Days’ notice or late cleared funds. (d) The Fund may reject any application subscription, in whole or in part and without giving part. The Company may, in its sole discretion, terminate or withdraw the Offering in its entirety at any reason for doing sotime prior to a Closing in relation thereto. If an application this subscription is rejected, the subscription monies paid, rejected in whole or the balance thereof in Offering is terminated, all funds received from the case of a partial rejection, Subscriber will be returned (without interest) as soon as practicable interest or offset, and this Subscription Agreement shall thereafter be of no further force or effect. If this subscription is rejected in part, the funds for the rejected portion of this subscription will be returned without interest or offset, and this Subscription Agreement will continue in full force and effect to the account from which extent this subscription was accepted. Neither the subscription monies were originally remitted. Any costs incurred in returning Company nor the subscription monies will Placement Agent shall be borne by the subscriber. (e) The Fund is not responsible for the transmission of Subscription Agreements required to the Advisor. All subscriptions are subject to acceptance by the Fund. Unless otherwise directed by the Directors, Subscription Agreements are irrevocable. (f) The Participating Shares is subject to allocate among investors on a subscription fee (the “Subscription Fee”). The Subscription Fee of each Class of Participating Shares is as specified pro rata basis in the relevant Appendix event of the Supplement and must be paid within thirty (30) Business Day from the date of signing of the Subscription Agreement. The total subscription monies to be paid by a subscriber will equal the subscription amount plus the Subscription Fee. The Subscription Fee is paid to the Fund for the account of the Manager and is nonan over-refundable. If timely payment is not made, a subscription may lapse and be cancelled. In such circumstances, the Company has the right to bring an action against the defaulting subscriber to obtain compensation for any loss directly or indirectly resulting from the failure by the subscriber to make good settlement by the settlement date. The Subscription Fee received by the Fund will not be refunded to the subscriber and the Manager will have the right to retain the Subscription Fee and to dispose or use it at its own willsubscription. (g) Participating Shares will be issued in registered form. Certificates will generally not be issued nor will any other documentation be issued, other than confirmation notices. Unless the Fund directs otherwise, contract notes will include an investor identification number and details of the Participating Shares that have been allotted. Contract notes will be sent to investors only after approval of their Subscription Agreement. Fractions of Participating Shares purchased will be issued to three decimal places.

Subscription Procedure. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company the number of Units as is set forth upon the signature page hereof at a price of $5.50 per Unit (a) In order the “Purchase Price”). The Company agrees to subscribe sell such Units to the Subscriber for Participating Sharesthe Purchase Price, each subscriber should: (i) complete and sign subject to the attached Subscription Agreement. If the subscribers are joint subscribersprovisions of Section 1.7, each subscriber should sign the Subscription Agreement; (ii) complete and sign the appropriate IRS Form(s) in accordance with the instructions accompanying the applicable Form. Please refer to ANNEX A; (iii) complete and sign the appropriate all the Appendix inside this form as provided by the Manager; The completed forms and the verification documents in ANNEX B should then be returned to Prestige Asset Management Limited (“Advisor”) at the address set out in section 4 below. 1.2 The subscription period will begin as of the date of this Subscription Agreement and will terminate at 5:00 PM Eastern Standard Time on December 17, 2018, unless extended on one or more occasions for up to an additional ninety (b90) During days by the Initial Offer PeriodBoard of Directors of the Company and the Placement Agent (as defined below) in their joint discretion (the “Termination Date”). The Units will be offered on a “best efforts” basis as more particularly set forth in that Confidential Private Placement Memorandum and any supplements thereto (the “Offering Memorandum”), applicants should send completed Subscription Agreementsdated September 17, together with any supporting documents2018. The minimum investment per subscription of the Offering is $50,000.00, subject to Advisor the Company’s right to accept a lesser amount. There is no minimum number of Units that must be sold to close the Offering. The Company may conduct one or more closings (each, a “Closing”) prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the last Business Day receipt of the Initial Offer PeriodMaximum Offering Amount of $6,050,000. Subscription Agreements In the event the Offering is oversubscribed in excess of the Maximum Offering Amount, the Offering may be sent by facsimile transmission increased up to the facsimile number or by email Over-Subscription Amount in the discretion of the Company (the “Over-Subscription”). The consummation of the Offering is subject to the email address stated below satisfaction of a number of conditions to be further described in the Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of the Units will be made by WestPark Capital, Inc. (the “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 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 Subscriber’s benefit, and will be returned promptly, provided that the original without interest or offset if this Subscription Agreement is forwarded 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 Advisor forthwith. None any Closing. 1.5 Certificates representing the Shares and the Warrants bearing the name of the DirectorsSubscriber will be delivered by the Company within a reasonable amount of time following the final Closing of the Offering. The Subscriber hereby authorizes and directs the Company to deliver the aforementioned certificates to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, a form of which is attached hereto as Exhibit A. 1.6 The Purchase Price for the Fund Units purchased hereunder shall be paid to the Escrow Agent pursuant to the following instructions: Beneficiary Bank: ABA: Beneficiary Name: Beneficiary Account Number: Payable to: Mailed to: 1.7 The Company or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or emailPlacement Agent, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the first Subscription Day and Participating Shares, if issued, will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Investment Advisorin their sole discretion, allow late cleared funds. (c) After the close of the Initial Offer Period, new applicants for Participating Shares and Shareholders wishing to apply for additional Participating Shares must send their completed Subscription Agreements, together with any supporting documents to the Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the applicable Subscription Day. Subscription Agreements may be sent by facsimile transmission to the facsimile number and by email to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the next Subscription Day and Participating Shares, if issued will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Directors, allow subscriptions on less than three Business Days’ notice or late cleared funds. (d) The Fund may reject any application subscription, in whole or in part and without giving part. The Company may, in its sole discretion, terminate or withdraw the Offering in its entirety at any reason for doing sotime prior to a Closing in relation thereto. If an application this subscription is rejected, the subscription monies paid, rejected in whole or the balance thereof in Offering is terminated, all funds received from the case of a partial rejection, Subscriber will be returned (without interest) as soon as practicable interest or offset, and this Subscription Agreement shall thereafter be of no further force or effect. If this subscription is rejected in part, the funds for the rejected portion of this subscription will be returned without interest or offset, and this Subscription Agreement will continue in full force and effect to the account from which extent this subscription was accepted. Neither the subscription monies were originally remitted. Any costs incurred in returning Company nor the subscription monies will Placement Agent shall be borne by the subscriber. (e) The Fund is not responsible for the transmission of Subscription Agreements required to the Advisor. All subscriptions are subject to acceptance by the Fund. Unless otherwise directed by the Directors, Subscription Agreements are irrevocable. (f) The Participating Shares is subject to allocate among investors on a subscription fee (the “Subscription Fee”). The Subscription Fee of each Class of Participating Shares is as specified pro rata basis in the relevant Appendix event of the Supplement and must be paid within thirty (30) Business Day from the date of signing of the Subscription Agreement. The total subscription monies to be paid by a subscriber will equal the subscription amount plus the Subscription Fee. The Subscription Fee is paid to the Fund for the account of the Manager and is nonan over-refundable. If timely payment is not made, a subscription may lapse and be cancelled. In such circumstances, the Company has the right to bring an action against the defaulting subscriber to obtain compensation for any loss directly or indirectly resulting from the failure by the subscriber to make good settlement by the settlement date. The Subscription Fee received by the Fund will not be refunded to the subscriber and the Manager will have the right to retain the Subscription Fee and to dispose or use it at its own willsubscription. (g) Participating Shares will be issued in registered form. Certificates will generally not be issued nor will any other documentation be issued, other than confirmation notices. Unless the Fund directs otherwise, contract notes will include an investor identification number and details of the Participating Shares that have been allotted. Contract notes will be sent to investors only after approval of their Subscription Agreement. Fractions of Participating Shares purchased will be issued to three decimal places.

Subscription Procedure. 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 a price of $0.75 per Unit (athe "Purchase Price"). The Company agrees to sell such Units to the Subscriber for the Purchase Price. 1.2 The subscription period will begin as of March 8, 2006 and will terminate (if the Closing Date has not earlier occurred) In order at 5:00 PM Eastern Standard Time on April 30, 2006, unless extended by for up to subscribe for Participating Sharesan additional 90 days (the "Termination Date"). The Units will be offered on a "best efforts" basis as more particularly set forth in the Confidential Private Placement Memorandum dated March 2006 and any supplements thereto (the "Offering Memorandum"). The minimum dollar amount of Units that may be purchased by the Subscriber is $30,000 unless Ironclad and the Company waive the requirement. The consummation of the Offering is subject to the satisfaction of a number of conditions, as further described in the Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of Units will be made by Brean Murray, Carret & Co., and GP Group, LLC, an ▇▇▇▇▇▇▇▇▇ ▇▇ Gemini Partners, Inc. (the "Placement Agents"), each subscriber should: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 (ithe "Escrow Agreement"), and shall be paid over to the Company at the closing of the purchase of the Units in the Offering (the "Closing") complete and sign to occur on the attached Subscription Agreement. If Closing Date. 1.5 The certificates for the subscribers are joint subscribers, each subscriber should sign the Subscription Agreement; (ii) complete and sign the appropriate IRS Form(s) in accordance Common Stock together with the instructions accompanying Warrants bearing the applicable Form. Please refer to ANNEX A; (iii) complete and sign name of the appropriate all the Appendix inside this form as provided Subscriber will be delivered by the Manager; Company no later than fifteen (15) days following the Closing Date. The completed forms Subscriber hereby authorizes and directs the verification documents Company to deliver the securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in ANNEX B should then be returned to Prestige Asset Management Limited (“Advisor”) at the address set out in section 4 belowInvestor Questionnaire. (b) During 1.6 The Purchase Price for the Initial Offer PeriodUnits purchased hereunder shall be paid by certified check, applicants should send completed Subscription Agreementspayable to American Stock Transfer Corporation, together with any supporting documentsas escrow agent, or by wire transfer to Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the last Business Day of the Initial Offer Period. Subscription Agreements may be sent by facsimile transmission American Stock Transfer Corporation pursuant to the facsimile number or by email to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwithfollowing instructions: Bank Name: JP Morgan Chase Bank ABA Routing No.: 021-▇▇▇-▇▇▇ Account No. None of the Directors, the Fund or the Advisor accept any responsibility 323-213251 Account Name: American Stock Transfer & Trust Company - as agent for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the first Subscription Day and Participating Shares, if issued, will then be issued at the Subscription Price applicable on that day, although the Advisor Ironclad Performance Wear Corporation 1.7 The Company and/or Ironclad may, under direction from the Investment Advisorin their sole discretion, allow late cleared funds. (c) After the close of the Initial Offer Period, new applicants for Participating Shares and Shareholders wishing to apply for additional Participating Shares must send their completed Subscription Agreements, together with any supporting documents to the Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the applicable Subscription Day. Subscription Agreements may be sent by facsimile transmission to the facsimile number and by email to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the next Subscription Day and Participating Shares, if issued will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Directors, allow subscriptions on less than three Business Days’ notice or late cleared funds. (d) The Fund may reject any application subscription, in whole or in part and without giving any reason for doing so. If an application is rejected, the subscription monies paidpart, or terminate or withdraw the balance thereof 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 the case event of a partial rejection, will be returned (without interest) as soon as practicable to the account from which the subscription monies were originally remitted. Any costs incurred in returning the subscription monies will be borne by the subscriberan over-subscription. (e) The Fund is not responsible for the transmission of Subscription Agreements to the Advisor. All subscriptions are subject to acceptance by the Fund. Unless otherwise directed by the Directors, Subscription Agreements are irrevocable. (f) The Participating Shares is subject to a subscription fee (the “Subscription Fee”). The Subscription Fee of each Class of Participating Shares is as specified in the relevant Appendix of the Supplement and must be paid within thirty (30) Business Day from the date of signing of the Subscription Agreement. The total subscription monies to be paid by a subscriber will equal the subscription amount plus the Subscription Fee. The Subscription Fee is paid to the Fund for the account of the Manager and is non-refundable. If timely payment is not made, a subscription may lapse and be cancelled. In such circumstances, the Company has the right to bring an action against the defaulting subscriber to obtain compensation for any loss directly or indirectly resulting from the failure by the subscriber to make good settlement by the settlement date. The Subscription Fee received by the Fund will not be refunded to the subscriber and the Manager will have the right to retain the Subscription Fee and to dispose or use it at its own will. (g) Participating Shares will be issued in registered form. Certificates will generally not be issued nor will any other documentation be issued, other than confirmation notices. Unless the Fund directs otherwise, contract notes will include an investor identification number and details of the Participating Shares that have been allotted. Contract notes will be sent to investors only after approval of their Subscription Agreement. Fractions of Participating Shares purchased will be issued to three decimal places.

Subscription Procedure. 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 Shares as is set forth upon the signature page hereof at a price of $2.25 per Share (a) In order the “Purchase Price”). The Company agrees to subscribe sell such Shares to the Subscriber for Participating Sharesthe Purchase Price, each subscriber should: (i) complete and sign subject to the attached Subscription Agreement. If the subscribers are joint subscribers, each subscriber should sign the Subscription Agreement; (ii) complete and sign the appropriate IRS Form(s) in accordance with the instructions accompanying the applicable Form. Please refer to ANNEX A; (iii) complete and sign the appropriate all the Appendix inside this form as provided by the Manager; The completed forms and the verification documents in ANNEX B should then be returned to Prestige Asset Management Limited (“Advisor”) at the address set out in section 4 provisions of Section 1.7 below. 1.2 The subscription period will begin on November [8], 2010 and will terminate at 5:00 PM Eastern Standard Time on March 31, 2011, unless extended for up to an additional 90 days by the Company, Wesen BVI and the Placement Agent (bas defined below) During (the Initial Offer Period“Termination Date”). The Shares will be offered as more particularly set forth in a Confidential Private Placement Memorandum and any supplements thereto (the “Offering Memorandum”), applicants should send completed 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 Agreements, together with any supporting documents, Agreement being referred to Advisor as the “Closing.” The final Offering Memorandum will be provided to Subscribers in the Offering no later than one (1) day prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the last Business Day applicable Closing. The consummation of the Initial Offer Period. Subscription Agreements may be sent by facsimile transmission Offering is subject to the facsimile satisfaction of a number of conditions to be further described in the Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of the Shares will be made by email WestPark Capital, Inc. (the “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 email address stated below Company at the Closing. Such funds will be held for the Subscriber's benefit, and will be returned promptly, provided that the original without interest or offset if this Subscription Agreement is forwarded not accepted by the Company, the Offering is terminated pursuant to its terms or by the Company or the Placement Agent prior to the Advisor forthwith. None Closing, or the Minimum Offering Amount is not sold. 1.5 The certificates for the Shares bearing the name of the Directors, Subscriber will be delivered by the Fund or Company within a reasonable amount of time following the Advisor accept any responsibility for any loss arising from final Closing of the non-receipt or illegibility of any Offering. The Subscriber hereby authorizes and directs the Company to deliver the Shares to be issued to such Subscriber pursuant to this Subscription Agreement sent to the residential or business address indicated in the Investor Questionnaire, as attached. 1.6 The Purchase Price for the Shares purchased hereunder shall be paid to the Escrow Agent pursuant to the following instructions: If by facsimile or emailwire transfer: W▇▇▇▇ Fargo Bank, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed N.A. ABA # 1▇▇▇▇▇▇▇▇ BNF: Corporate Trust Clearing FFC: Esc A/C #: 80617700 SRKP 23/ WestPark Capital Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the first Subscription Day and Participating SharesAttn: K▇▇▇ ▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Payable to: “W▇▇▇▇ Fargo Bank, if issuedN.A.” Memo: “SRKP 23/ WestPark Capital” Mailed to: 1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, will then be issued at the Subscription Price applicable on that day▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, although the Advisor ▇▇ ▇▇▇▇▇ Attn: P▇▇▇ ▇▇▇▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ 1.7 The Company and/or Wesen BVI may, under direction from the Investment Advisorin their sole discretion, allow late cleared funds. (c) After the close of the Initial Offer Period, new applicants for Participating Shares and Shareholders wishing to apply for additional Participating Shares must send their completed Subscription Agreements, together with any supporting documents to the Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the applicable Subscription Day. Subscription Agreements may be sent by facsimile transmission to the facsimile number and by email to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the next Subscription Day and Participating Shares, if issued will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Directors, allow subscriptions on less than three Business Days’ notice or late cleared funds. (d) The Fund may reject any application subscription, in whole or in part and without giving part, or terminate or withdraw the Offering in its entirety at any reason for doing sotime prior to a Closing in relation thereto. If an application this subscription is rejectedrejected in whole, the subscription monies paid, Offering is terminated or the balance thereof in Minimum Offering Amount is not raised, all funds received from the case of a partial rejection, Subscriber will be returned (without interest) as soon as practicable interest or offset, and this Subscription Agreement shall thereafter be of no further force or effect. If this subscription is rejected in part, the funds for the rejected portion of this subscription will be returned without interest or offset, and this Subscription Agreement will continue in full force and effect to the account from which extent this subscription was accepted. Neither the subscription monies were originally remitted. Any costs incurred in returning Company nor the subscription monies will Placement Agent shall be borne by the subscriber. (e) The Fund is not responsible for the transmission of Subscription Agreements required to the Advisor. All subscriptions are subject to acceptance by the Fund. Unless otherwise directed by the Directors, Subscription Agreements are irrevocable. (f) The Participating Shares is subject to allocate among investors on a subscription fee (the “Subscription Fee”). The Subscription Fee of each Class of Participating Shares is as specified pro rata basis in the relevant Appendix event of the Supplement and must be paid within thirty (30) Business Day from the date of signing of the Subscription Agreement. The total subscription monies to be paid by a subscriber will equal the subscription amount plus the Subscription Fee. The Subscription Fee is paid to the Fund for the account of the Manager and is nonan over-refundable. If timely payment is not made, a subscription may lapse and be cancelled. In such circumstances, the Company has the right to bring an action against the defaulting subscriber to obtain compensation for any loss directly or indirectly resulting from the failure by the subscriber to make good settlement by the settlement date. The Subscription Fee received by the Fund will not be refunded to the subscriber and the Manager will have the right to retain the Subscription Fee and to dispose or use it at its own willsubscription. (g) Participating Shares will be issued in registered form. Certificates will generally not be issued nor will any other documentation be issued, other than confirmation notices. Unless the Fund directs otherwise, contract notes will include an investor identification number and details of the Participating Shares that have been allotted. Contract notes will be sent to investors only after approval of their Subscription Agreement. Fractions of Participating Shares purchased will be issued to three decimal places.

Subscription Procedure. 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 a price of $1.00 per Unit (athe “Purchase Price”). The Company agrees to sell such Units to the Subscriber for the Purchase Price. 1.2 The subscription period will begin as of June 7, 2007 and will terminate at 5:00 PM Eastern Standard Time on June 15, 2007, unless terminated earlier or extended by the Company and AuraSound for up to an additional 30 days (the “Termination Date”). The Units will be offered on a “best efforts” basis as more particularly set forth in the Amended and Restated Confidential Private Placement Memorandum dated June 7, 2007 and any supplements thereto (including all exhibits, schedules and attachments thereto, the “Offering Memorandum”). The minimum dollar amount of Units that may be purchased by the Subscriber is $50,000 unless AuraSound and the Company waive the requirement. The consummation of the Offering is subject to the satisfaction of the closing conditions set forth in Section 6 of this Agreement. 1.3 Placement of Units will be made by GP Group, LLC (the “Placement Agent”), which will receive certain compensation therefor as 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 Agent, AuraSound and City National Bank, 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 pursuant to this Agreement (the “Subscription Closing”) In order to subscribe 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 Participating Shares, each subscriber should: (i) complete and sign the attached Subscription Agreement. If the subscribers are joint subscribers, each subscriber should sign the Subscription Agreement; (ii) complete and sign the appropriate IRS Form(s) in accordance Common Stock together with the instructions accompanying Warrants bearing the applicable Form. Please refer to ANNEX A; (iii) complete and sign name of the appropriate all the Appendix inside this form as provided Subscriber will be delivered by the Manager; The completed forms and the verification documents in ANNEX B should then be returned to Prestige Asset Management Limited (“Advisor”) at the address set out in section 4 below. (b) During the Initial Offer Period, applicants should send completed Subscription Agreements, together with any supporting documents, to Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is Company no later than ten (10) Business Days before days following the last Business Day final closing date of the Initial Offer PeriodOffering. Subscription Agreements may The Subscriber hereby authorizes and directs the Company to deliver the securities to be sent by facsimile transmission issued to the facsimile number Subscriber pursuant to this Agreement to the residential or business address indicated in the Investor Questionnaire. 1.6 The Purchase Price for the Units purchased hereunder shall be paid by certified check, payable to AuraSound, Inc., or by email wire transfer to AuraSound, Inc. account pursuant to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the first Subscription Day and Participating Shares, if issued, will then be issued at the Subscription Price applicable on that day, although the Advisor following instructions: 1.7 The Company and/or AuraSound may, under direction from the Investment Advisorin their sole discretion, allow late cleared funds. (c) After the close of the Initial Offer Period, new applicants for Participating Shares and Shareholders wishing to apply for additional Participating Shares must send their completed Subscription Agreements, together with any supporting documents to the Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the applicable Subscription Day. Subscription Agreements may be sent by facsimile transmission to the facsimile number and by email to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the next Subscription Day and Participating Shares, if issued will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Directors, allow subscriptions on less than three Business Days’ notice or late cleared funds. (d) The Fund may reject any application subscription, in whole or in part and without giving any reason for doing so. If an application is rejected, the subscription monies paidpart, or terminate or withdraw the balance thereof 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 the case event of a partial rejection, will be returned (without interest) as soon as practicable to the account from which the subscription monies were originally remitted. Any costs incurred in returning the subscription monies will be borne by the subscriberan over-subscription. (e) The Fund is not responsible for the transmission of Subscription Agreements to the Advisor. All subscriptions are subject to acceptance by the Fund. Unless otherwise directed by the Directors, Subscription Agreements are irrevocable. (f) The Participating Shares is subject to a subscription fee (the “Subscription Fee”). The Subscription Fee of each Class of Participating Shares is as specified in the relevant Appendix of the Supplement and must be paid within thirty (30) Business Day from the date of signing of the Subscription Agreement. The total subscription monies to be paid by a subscriber will equal the subscription amount plus the Subscription Fee. The Subscription Fee is paid to the Fund for the account of the Manager and is non-refundable. If timely payment is not made, a subscription may lapse and be cancelled. In such circumstances, the Company has the right to bring an action against the defaulting subscriber to obtain compensation for any loss directly or indirectly resulting from the failure by the subscriber to make good settlement by the settlement date. The Subscription Fee received by the Fund will not be refunded to the subscriber and the Manager will have the right to retain the Subscription Fee and to dispose or use it at its own will. (g) Participating Shares will be issued in registered form. Certificates will generally not be issued nor will any other documentation be issued, other than confirmation notices. Unless the Fund directs otherwise, contract notes will include an investor identification number and details of the Participating Shares that have been allotted. Contract notes will be sent to investors only after approval of their Subscription Agreement. Fractions of Participating Shares purchased will be issued to three decimal places.

Subscription Procedure. 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 Shares as is set forth upon the signature page hereof at a price of $1.27 per Share (a) In order the “Purchase Price”). The Company agrees to subscribe sell such Shares to the Subscriber for Participating Sharesthe Purchase Price, each subscriber should: (i) complete and sign subject to the attached Subscription Agreement. If the subscribers are joint subscribersprovisions of Section 1.7, each subscriber should sign the Subscription Agreement; (ii) complete and sign the appropriate IRS Form(s) in accordance with the instructions accompanying the applicable Form. Please refer to ANNEX A; (iii) complete and sign the appropriate all the Appendix inside this form as provided by the Manager; The completed forms and the verification documents in ANNEX B should then be returned to Prestige Asset Management Limited (“Advisor”) at the address set out in section 4 below. 1.2 The subscription period will begin as of October 20, 2009 and will terminate at 5:00 PM Eastern Standard Time on February 28, 2010, unless extended for up to an additional 90 days by the Company, China Intelligent and the Placement Agent (bas defined below) During (the Initial Offer Period“Termination Date”). The Shares will be offered on a “best efforts” basis as more particularly set forth in a Confidential Private Placement Memorandum and any supplements thereto (the “Offering Memorandum”) which shall supersede in its entirety that Executive Summary dated October 20, applicants should send completed Subscription Agreements2009. The Offering will take place through an initial closing on the Closing Date, together and there may be one or more subsequent closings of the Offering thereafter, with any supporting documents, the closing applicable to Advisor this Agreement being referred to as the “Closing”. The final Offering Memorandum will be provided to Subscribers in the Offering no later than one (1) day prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the last Business Day applicable Closing. The consummation of the Initial Offer Period. Subscription Agreements may be sent by facsimile transmission Offering is subject to the facsimile satisfaction of a number of conditions to be further described in the Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of Shares will be made by WestPark Capital, Inc. (the “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. 1.5 The certificates for the Common Stock bearing the name of the Subscriber will be delivered by the Company no later than thirty (30) days following the Closing in which the Subscriber participates. The Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, as attached. 1.6 The Purchase Price for the Shares purchased hereunder shall be paid by certified check, payable to “W▇▇▇▇ Fargo Bank, N.A.”, as escrow agent, or by email wire transfer to the email address stated below promptly, provided that the original Subscription Agreement is forwarded Escrow Agent pursuant to the Advisor forthwith. None of the Directorsfollowing instructions: W▇▇▇▇ Fargo Bank, the Fund or the Advisor accept any responsibility for any loss arising from the nonN.A. ABA # 1▇▇▇▇▇▇▇▇ BNF: Corporate Trust Clearing A/C# 0▇▇▇▇▇▇▇▇▇ FFC: Esc A/C #: 23752500 SRKP 2▇/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇: N▇▇▇▇ ▇▇▇▇▇ (▇▇▇)▇▇▇-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the first Subscription Day and Participating Shares, if issued, will then be issued at the Subscription Price applicable on that day, although the Advisor ▇▇▇▇ 1.7 The Company and/or China Intelligent may, under direction from the Investment Advisorin their sole discretion, allow late cleared funds. (c) After the close of the Initial Offer Period, new applicants for Participating Shares and Shareholders wishing to apply for additional Participating Shares must send their completed Subscription Agreements, together with any supporting documents to the Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the applicable Subscription Day. Subscription Agreements may be sent by facsimile transmission to the facsimile number and by email to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the next Subscription Day and Participating Shares, if issued will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Directors, allow subscriptions on less than three Business Days’ notice or late cleared funds. (d) The Fund may reject any application subscription, in whole or in part and without giving any reason for doing so. If an application is rejected, the subscription monies paidpart, or terminate or withdraw the balance thereof 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 the case event of a partial rejection, will be returned (without interest) as soon as practicable to the account from which the subscription monies were originally remitted. Any costs incurred in returning the subscription monies will be borne by the subscriberan over-subscription. (e) The Fund is not responsible for the transmission of Subscription Agreements to the Advisor. All subscriptions are subject to acceptance by the Fund. Unless otherwise directed by the Directors, Subscription Agreements are irrevocable. (f) The Participating Shares is subject to a subscription fee (the “Subscription Fee”). The Subscription Fee of each Class of Participating Shares is as specified in the relevant Appendix of the Supplement and must be paid within thirty (30) Business Day from the date of signing of the Subscription Agreement. The total subscription monies to be paid by a subscriber will equal the subscription amount plus the Subscription Fee. The Subscription Fee is paid to the Fund for the account of the Manager and is non-refundable. If timely payment is not made, a subscription may lapse and be cancelled. In such circumstances, the Company has the right to bring an action against the defaulting subscriber to obtain compensation for any loss directly or indirectly resulting from the failure by the subscriber to make good settlement by the settlement date. The Subscription Fee received by the Fund will not be refunded to the subscriber and the Manager will have the right to retain the Subscription Fee and to dispose or use it at its own will. (g) Participating Shares will be issued in registered form. Certificates will generally not be issued nor will any other documentation be issued, other than confirmation notices. Unless the Fund directs otherwise, contract notes will include an investor identification number and details of the Participating Shares that have been allotted. Contract notes will be sent to investors only after approval of their Subscription Agreement. Fractions of Participating Shares purchased will be issued to three decimal places.

Subscription Procedure. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company the number of Units as is set forth upon the signature page hereof at a price of $25,000 per Unit (a) In order the “Purchase Price”). The Company agrees to subscribe sell such Units to the Subscriber for Participating Sharesthe Purchase Price, each subscriber should: (i) complete and sign subject to the attached Subscription Agreement. If the subscribers are joint subscribersprovisions of Section 1.7, each subscriber should sign the Subscription Agreement; (ii) complete and sign the appropriate IRS Form(s) in accordance with the instructions accompanying the applicable Form. Please refer to ANNEX A; (iii) complete and sign the appropriate all the Appendix inside this form as provided by the Manager; The completed forms and the verification documents in ANNEX B should then be returned to Prestige Asset Management Limited (“Advisor”) at the address set out in section 4 below. 1.2 The subscription period will begin as of the date of this Subscription Agreement and will terminate at 5:00 PM Eastern Standard Time on December 31, 2017, unless jointly extended in three 30 day increments by the Company and the Placement Agent (bas defined below) During in their discretion, for up to an additional 90 days (the Initial Offer Period“Termination Date”). The Units will be offered on a “reasonable best efforts” basis as more particularly set forth in that Private Placement Memorandum and any supplements thereto (the “Offering Memorandum”), applicants should send completed Subscription Agreementsdated September 7, together with any supporting documents2017. The minimum investment per subscription of the Offering is $25,000, subject to Advisor the Company’s right to accept a lesser amount. There is no minimum number of Units that must be sold to close the Offering. The Company may conduct one or more closings (each, a “Closing”) prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the last Business Day receipt of the Initial Offer Periodmaximum offering amount of $3,000,000. Subscription Agreements may be sent by facsimile transmission The consummation of the Offering is subject to the facsimile satisfaction of a number of conditions to be further described in the Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of the Units will be made by email WestPark Capital, Inc. (the “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 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 email address stated below Company at one or more Closings. Such funds will be held for the Subscriber's benefit, and will be returned promptly, provided that the original without interest or offset if this Subscription Agreement is forwarded 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 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 7 business days following date of such Closing. The Subscriber hereby authorizes and directs the Company to deliver the aforementioned certificates to be issued to such Subscriber pursuant to this Subscription Agreement to the Advisor forthwith. None of residential or business address indicated in the DirectorsInvestor Questionnaire (as defined below). 1.6 The Purchase Price for the Units purchased hereunder shall 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, the Fund Inc. Beneficiary Account Number: ▇▇▇▇▇▇▇▇▇▇ 1.7 The Company or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or emailPlacement Agent, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the first Subscription Day and Participating Shares, if issued, will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Investment Advisorin their sole discretion, allow late cleared funds. (c) After the close of the Initial Offer Period, new applicants for Participating Shares and Shareholders wishing to apply for additional Participating Shares must send their completed Subscription Agreements, together with any supporting documents to the Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the applicable Subscription Day. Subscription Agreements may be sent by facsimile transmission to the facsimile number and by email to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the next Subscription Day and Participating Shares, if issued will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Directors, allow subscriptions on less than three Business Days’ notice or late cleared funds. (d) The Fund may reject any application subscription, in whole or in part and without giving part. The Company may, in its sole discretion, terminate or withdraw the Offering in its entirety at any reason for doing sotime prior to a Closing in relation thereto. If an application this subscription is rejected, the subscription monies paid, rejected in whole or the balance thereof in Offering is terminated, all funds received from the case of a partial rejection, Subscriber will be returned (without interest) as soon as practicable interest or offset, and this Subscription Agreement shall thereafter be of no further force or effect. If this subscription is rejected in part, the funds for the rejected portion of this subscription will be returned without interest or offset, and this Subscription Agreement will continue in full force and effect to the account from which extent this subscription was accepted. Neither the subscription monies were originally remitted. Any costs incurred in returning Company nor the subscription monies will Placement Agent shall be borne by the subscriber. (e) The Fund is not responsible for the transmission of Subscription Agreements required to the Advisor. All subscriptions are subject to acceptance by the Fund. Unless otherwise directed by the Directors, Subscription Agreements are irrevocable. (f) The Participating Shares is subject to allocate among investors on a subscription fee (the “Subscription Fee”). The Subscription Fee of each Class of Participating Shares is as specified pro rata basis in the relevant Appendix event of the Supplement and must be paid within thirty (30) Business Day from the date of signing of the Subscription Agreement. The total subscription monies to be paid by a subscriber will equal the subscription amount plus the Subscription Fee. The Subscription Fee is paid to the Fund for the account of the Manager and is nonan over-refundable. If timely payment is not made, a subscription may lapse and be cancelled. In such circumstances, the Company has the right to bring an action against the defaulting subscriber to obtain compensation for any loss directly or indirectly resulting from the failure by the subscriber to make good settlement by the settlement date. The Subscription Fee received by the Fund will not be refunded to the subscriber and the Manager will have the right to retain the Subscription Fee and to dispose or use it at its own willsubscription. (g) Participating Shares will be issued in registered form. Certificates will generally not be issued nor will any other documentation be issued, other than confirmation notices. Unless the Fund directs otherwise, contract notes will include an investor identification number and details of the Participating Shares that have been allotted. Contract notes will be sent to investors only after approval of their Subscription Agreement. Fractions of Participating Shares purchased will be issued to three decimal places.

Subscription Procedure. 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 Shares as is set forth upon the signature page hereof at a price of $1.35 per Share (athe “Purchase Price”). The Company agrees to sell such Shares to the Subscriber for the Purchase Price. 1.2 The subscription period began on April 1, 2009 and will terminate at 5:00 PM Eastern Standard Time on June 30, 2009, unless extended for up to an additional 90 days by the Company, Attainment Holdings and the Placement Agent (as defined below) In order (the “Termination Date”). The Shares will be offered on a “best efforts” basis as more particularly set forth in a Amended and Restated Confidential Private Placement Memorandum and any supplements thereto (the “Offering Memorandum”), which shall supersede in its entirety that Executive Summary dated March 23, 2009, in addition to subscribe for Participating Sharesother offering memoranda. The Offering may take place through an initial closing and one or more subsequent closings, each subscriber should: (i) complete and sign the attached Subscription Agreement. If the subscribers are joint subscribers, each subscriber should sign the Subscription Agreement; (ii) complete and sign the appropriate IRS Form(s) in accordance with the instructions accompanying closing applicable to this Agreement being referred to as the applicable Form“Closing”. Please refer The final Offering Memorandum will be provided to ANNEX A;Subscribers in the Offering no later than one (1) day prior to the Closing. The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of Shares will be made by WestPark Capital, Inc. (iiithe “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”) complete by and sign among the appropriate all Placement Agent, the Appendix inside this form Company and D▇▇▇▇ ▇▇▇▇▇, Esq. as provided escrow agent, and shall be paid over to the Company at a Closing of the purchase of the Shares in the Offering. 1.5 The certificates for the Common Stock bearing the name of the Subscriber will be delivered by the Manager; Company no later than thirty (30) days following the Closing in which the Subscriber participates. The completed forms Subscriber hereby authorizes and directs the verification documents Company to deliver the securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in ANNEX B should then be returned to Prestige Asset Management Limited (“Advisor”) at the address set out in section 4 belowInvestor Questionnaire, as attached. (b) During 1.6 The Purchase Price for the Initial Offer PeriodShares purchased hereunder shall be paid by certified check, applicants should send completed Subscription Agreementspayable to Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇, together with any supporting documentsa Professional Corporation, as escrow agent, or by wire transfer to Advisor prior Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇ pursuant to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the last Business Day following instructions: Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation China Electric Motor Account W▇▇▇▇ Fargo Bank 1801 Avenue of the Initial Offer Period. Subscription Agreements may be sent by facsimile transmission to the facsimile number or by email to the email address stated below promptlyStars L▇▇ ▇▇▇▇▇▇▇, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the first Subscription Day and Participating Shares, if issued, will then be issued at the Subscription Price applicable on that day, although the Advisor ▇▇ ▇▇▇▇▇ Account # 9371477226 ABA # 1▇▇▇▇▇▇▇▇ 1.7 The Company and/or Attainment Holdings may, under direction from the Investment Advisorin their sole discretion, allow late cleared funds. (c) After the close of the Initial Offer Period, new applicants for Participating Shares and Shareholders wishing to apply for additional Participating Shares must send their completed Subscription Agreements, together with any supporting documents to the Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the applicable Subscription Day. Subscription Agreements may be sent by facsimile transmission to the facsimile number and by email to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the next Subscription Day and Participating Shares, if issued will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Directors, allow subscriptions on less than three Business Days’ notice or late cleared funds. (d) The Fund may reject any application subscription, in whole or in part and without giving any reason for doing so. If an application is rejected, the subscription monies paidpart, or terminate or withdraw the balance thereof 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 the case event of a partial rejection, will be returned (without interest) as soon as practicable to the account from which the subscription monies were originally remitted. Any costs incurred in returning the subscription monies will be borne by the subscriberan over-subscription. (e) The Fund is not responsible for the transmission of Subscription Agreements to the Advisor. All subscriptions are subject to acceptance by the Fund. Unless otherwise directed by the Directors, Subscription Agreements are irrevocable. (f) The Participating Shares is subject to a subscription fee (the “Subscription Fee”). The Subscription Fee of each Class of Participating Shares is as specified in the relevant Appendix of the Supplement and must be paid within thirty (30) Business Day from the date of signing of the Subscription Agreement. The total subscription monies to be paid by a subscriber will equal the subscription amount plus the Subscription Fee. The Subscription Fee is paid to the Fund for the account of the Manager and is non-refundable. If timely payment is not made, a subscription may lapse and be cancelled. In such circumstances, the Company has the right to bring an action against the defaulting subscriber to obtain compensation for any loss directly or indirectly resulting from the failure by the subscriber to make good settlement by the settlement date. The Subscription Fee received by the Fund will not be refunded to the subscriber and the Manager will have the right to retain the Subscription Fee and to dispose or use it at its own will. (g) Participating Shares will be issued in registered form. Certificates will generally not be issued nor will any other documentation be issued, other than confirmation notices. Unless the Fund directs otherwise, contract notes will include an investor identification number and details of the Participating Shares that have been allotted. Contract notes will be sent to investors only after approval of their Subscription Agreement. Fractions of Participating Shares purchased will be issued to three decimal places.

Subscription Procedure. 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 Shares as is set forth upon the signature page hereof at a price of $1.60 per Share (athe “Purchase Price”). The Company agrees to sell such Shares to the Subscriber for the Purchase Price. 1.2 The subscription period will begin as of December 9, 2008 and will terminate (if the Closing Date has not earlier occurred) In order to subscribe for Participating Sharesat 5:00 PM Eastern Standard Time on February 10, each subscriber should: (i) complete and sign the attached Subscription Agreement. If the subscribers are joint subscribers2009, each subscriber should sign the Subscription Agreement; (ii) complete and sign the appropriate IRS Form(s) in accordance with the instructions accompanying the applicable Form. Please refer to ANNEX A; (iii) complete and sign the appropriate all the Appendix inside this form as provided unless extended by the Manager; The completed forms Company, World Orient and the verification documents Placement Agent (as defined below) for up to an additional 90 days (the “Termination Date”). The Shares will be offered on a “best efforts” basis as more particularly set forth in ANNEX B should then be returned to Prestige Asset Management Limited a Confidential Private Placement Memorandum and any supplements thereto (the “AdvisorOffering Memorandum”) which shall supersede in its entirety that Executive Summary dated December 9, 2008. The final Offering Memorandum will be provided to Subscribers in the Offering no later than one (1) day 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 Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of Shares will be made by WestPark Capital, Inc. (the “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 D▇▇▇▇ ▇▇▇▇▇, Esq. as escrow agent, and shall be paid over to the Company at the address set out closing of the purchase of the Shares in section 4 belowthe Offering (the “Closing”) to occur on the Closing Date. (b) During 1.5 The certificates for the Initial Offer Period, applicants should send completed Subscription Agreements, together with any supporting documents, to Advisor prior to 5.00 p.m. (Hong Kong time) on Shares bearing the Business Day which is ten (10) Business Days before the last Business Day name of the Initial Offer PeriodSubscriber will be delivered by the Company no later than thirty (30) 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 Subscription Agreements may be sent by facsimile transmission Agreement to the facsimile number residential or business address indicated in the Investor Questionnaire, as attached. 1.6 The Purchase Price for the Shares purchased hereunder shall be paid by certified check, payable to Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation, as escrow agent, or by email wire transfer to Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇ pursuant to the email address stated below promptlyfollowing instructions: Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇, provided that the original a Professional Corporation Subscription Agreement is forwarded to the Advisor forthwith. None Escrow Account #2 W▇▇▇▇ Fargo Bank 1801 Avenue of the DirectorsStars L▇▇ ▇▇▇▇▇▇▇, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the first Subscription Day and Participating Shares, if issued, will then be issued at the Subscription Price applicable on that day, although the Advisor ▇▇ ▇▇▇▇▇ Account # 9371471510 ABA # 1▇▇▇▇▇▇▇▇ 1.7 The Company and/or World Orient may, under direction from the Investment Advisorin their sole discretion, allow late cleared funds. (c) After the close of the Initial Offer Period, new applicants for Participating Shares and Shareholders wishing to apply for additional Participating Shares must send their completed Subscription Agreements, together with any supporting documents to the Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the applicable Subscription Day. Subscription Agreements may be sent by facsimile transmission to the facsimile number and by email to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the next Subscription Day and Participating Shares, if issued will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Directors, allow subscriptions on less than three Business Days’ notice or late cleared funds. (d) The Fund may reject any application subscription, in whole or in part and without giving any reason for doing so. If an application is rejected, the subscription monies paidpart, or terminate or withdraw the balance thereof 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 the case event of a partial rejection, will be returned (without interest) as soon as practicable to the account from which the subscription monies were originally remitted. Any costs incurred in returning the subscription monies will be borne by the subscriberan over-subscription. (e) The Fund is not responsible for the transmission of Subscription Agreements to the Advisor. All subscriptions are subject to acceptance by the Fund. Unless otherwise directed by the Directors, Subscription Agreements are irrevocable. (f) The Participating Shares is subject to a subscription fee (the “Subscription Fee”). The Subscription Fee of each Class of Participating Shares is as specified in the relevant Appendix of the Supplement and must be paid within thirty (30) Business Day from the date of signing of the Subscription Agreement. The total subscription monies to be paid by a subscriber will equal the subscription amount plus the Subscription Fee. The Subscription Fee is paid to the Fund for the account of the Manager and is non-refundable. If timely payment is not made, a subscription may lapse and be cancelled. In such circumstances, the Company has the right to bring an action against the defaulting subscriber to obtain compensation for any loss directly or indirectly resulting from the failure by the subscriber to make good settlement by the settlement date. The Subscription Fee received by the Fund will not be refunded to the subscriber and the Manager will have the right to retain the Subscription Fee and to dispose or use it at its own will. (g) Participating Shares will be issued in registered form. Certificates will generally not be issued nor will any other documentation be issued, other than confirmation notices. Unless the Fund directs otherwise, contract notes will include an investor identification number and details of the Participating Shares that have been allotted. Contract notes will be sent to investors only after approval of their Subscription Agreement. Fractions of Participating Shares purchased will be issued to three decimal places.

Subscription Procedure. 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 Shares as is set forth upon the signature page hereof at a price of $1.10 per Share (athe “Purchase Price”). The Company agrees to sell such Shares to the Subscriber for the Purchase Price. 1.2 The subscription period will begin as of August 21, 2008 and will terminate (if the Closing Date has not earlier occurred) In order to subscribe for Participating Sharesat 5:00 PM Eastern Standard Time on October 31, each subscriber should: (i) complete and sign the attached Subscription Agreement. If the subscribers are joint subscribers2008, each subscriber should sign the Subscription Agreement; (ii) complete and sign the appropriate IRS Form(s) in accordance with the instructions accompanying the applicable Form. Please refer to ANNEX A; (iii) complete and sign the appropriate all the Appendix inside this form as provided unless extended by the Manager; The completed forms Company, Podium and the verification documents Placement Agent (as defined below) for up to an additional 90 days (the “Termination Date”). The Shares will be offered on a “best efforts” basis as more particularly set forth in ANNEX B should then be returned to Prestige Asset Management Limited a Confidential Private Placement Memorandum and any supplements thereto (the “AdvisorOffering Memorandum”) which shall supersede in its entirety that Executive Summary dated August 19, 2008. The final Offering Memorandum will be provided to Subscribers in the Offering no later than one (1) day 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 Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of Shares will be made by WestPark Capital, Inc. (the “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 D▇▇▇▇ ▇▇▇▇▇, Esq. as escrow agent, and shall be paid over to the Company at the address set out closing of the purchase of the Shares in section 4 belowthe Offering (the “Closing”) to occur on the Closing Date. (b) During 1.5 The certificates for the Initial Offer Period, applicants should send completed Subscription Agreements, together with any supporting documents, to Advisor prior to 5.00 p.m. (Hong Kong time) on Shares bearing the Business Day which is ten (10) Business Days before the last Business Day name of the Initial Offer PeriodSubscriber will be delivered by the Company no later than thirty (30) 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 Subscription Agreements may be sent by facsimile transmission Agreement to the facsimile number residential or business address indicated in the Investor Questionnaire, as attached. 1.6 The Purchase Price for the Shares purchased hereunder shall be paid by certified check, payable to Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation, as escrow agent, or by email wire transfer to Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇ pursuant to the email address stated below promptlyfollowing instructions: Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇, provided that the original a Professional Corporation Subscription Agreement is forwarded to the Advisor forthwith. None Escrow Account #1 W▇▇▇▇ Fargo Bank 1801 Avenue of the DirectorsStars L▇▇ ▇▇▇▇▇▇▇, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the first Subscription Day and Participating Shares, if issued, will then be issued at the Subscription Price applicable on that day, although the Advisor ▇▇ ▇▇▇▇▇ Account # 9371477226 ABA # 1▇▇▇▇▇▇▇▇ 1.7 The Company and/or Podium may, under direction from the Investment Advisorin their sole discretion, allow late cleared funds. (c) After the close of the Initial Offer Period, new applicants for Participating Shares and Shareholders wishing to apply for additional Participating Shares must send their completed Subscription Agreements, together with any supporting documents to the Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the applicable Subscription Day. Subscription Agreements may be sent by facsimile transmission to the facsimile number and by email to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the next Subscription Day and Participating Shares, if issued will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Directors, allow subscriptions on less than three Business Days’ notice or late cleared funds. (d) The Fund may reject any application subscription, in whole or in part and without giving any reason for doing so. If an application is rejected, the subscription monies paidpart, or terminate or withdraw the balance thereof 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 the case event of a partial rejection, will be returned (without interest) as soon as practicable to the account from which the subscription monies were originally remitted. Any costs incurred in returning the subscription monies will be borne by the subscriberan over-subscription. (e) The Fund is not responsible for the transmission of Subscription Agreements to the Advisor. All subscriptions are subject to acceptance by the Fund. Unless otherwise directed by the Directors, Subscription Agreements are irrevocable. (f) The Participating Shares is subject to a subscription fee (the “Subscription Fee”). The Subscription Fee of each Class of Participating Shares is as specified in the relevant Appendix of the Supplement and must be paid within thirty (30) Business Day from the date of signing of the Subscription Agreement. The total subscription monies to be paid by a subscriber will equal the subscription amount plus the Subscription Fee. The Subscription Fee is paid to the Fund for the account of the Manager and is non-refundable. If timely payment is not made, a subscription may lapse and be cancelled. In such circumstances, the Company has the right to bring an action against the defaulting subscriber to obtain compensation for any loss directly or indirectly resulting from the failure by the subscriber to make good settlement by the settlement date. The Subscription Fee received by the Fund will not be refunded to the subscriber and the Manager will have the right to retain the Subscription Fee and to dispose or use it at its own will. (g) Participating Shares will be issued in registered form. Certificates will generally not be issued nor will any other documentation be issued, other than confirmation notices. Unless the Fund directs otherwise, contract notes will include an investor identification number and details of the Participating Shares that have been allotted. Contract notes will be sent to investors only after approval of their Subscription Agreement. Fractions of Participating Shares purchased will be issued to three decimal places.

Subscription Procedure. 1.1 Subject to the terms and conditions set forth herein and in the Registration Statement, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Shares as is set forth upon the signature page hereof at a price of $0.25 per Share (a) In order the “Purchase Price”). The Company agrees to subscribe sell such Shares to the Subscriber for Participating Shares, each subscriber should:the Purchase Price. (i) complete and sign 1.2 The subscription period will begin as of the attached Subscription Agreement. If date the subscribers are joint subscribers, each subscriber should sign the Subscription Agreement; (ii) complete and sign the appropriate IRS Form(s) in accordance with the instructions accompanying the applicable Form. Please refer to ANNEX A; (iii) complete and sign the appropriate all the Appendix inside this form as provided Registration Statement is declared effective by the Manager; The completed forms Securities and the verification documents in ANNEX B should then be returned to Prestige Asset Management Limited Exchange Commission (“AdvisorSEC”) and will terminate at 5:00 PM Local Time on June 30, 2008, unless terminated earlier or extended by the Company for up to an additional 30 days (the “Offering Period”). The Shares will be offered on a minimum/maximum basis as more particularly set forth in the Registration Statement. The minimum dollar amount of Shares that may be purchased by the Subscriber is $1,250 unless the Company elects to waive the requirement. The consummation of the Offering is subject to the satisfaction of the closing conditions set forth in Section 5 of 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 paid over to the Company at the address set out closing of the purchase of the Shares in section 4 belowthe Offering pursuant to this Agreement (the “Closing”). 1.4 The certificates for the Common Stock bearing the name of the Subscriber will be delivered by the Company no later than twenty (b20) During days following the Initial Offer Period, applicants should send completed Subscription Agreements, together with any supporting documents, Closing of the Offering. The Subscriber hereby authorizes and directs the Company to Advisor prior deliver the Shares to 5.00 p.m. (Hong Kong time) be issued to the Subscriber pursuant to this Agreement and delivered to the residential or business address indicated on the Business Day which is ten (10) Business Days before the last Business Day of the Initial Offer Period. Subscription Agreements may be sent by facsimile transmission to the facsimile number or by email to the email address stated below promptly, provided that the original signature page hereof. 1.5 This executed Subscription Agreement is shall be forwarded to: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Synergy Law Group, LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Suite 600 Chicago, IL 60661 1.6 The Purchase Price for the Shares purchased hereunder shall be paid by check or wire transfer (instructions available upon request) to the Advisor forthwith. None of the DirectorsTitle Starts Online, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the first Subscription Day and Participating Shares, if issued, will then be issued at the Subscription Price applicable on that day, although the Advisor Inc. 1.7 The Company may, under direction from the Investment Advisorin its sole discretion, allow late cleared funds. (c) After the close of the Initial Offer Period, new applicants for Participating Shares and Shareholders wishing to apply for additional Participating Shares must send their completed Subscription Agreements, together with any supporting documents to the Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the applicable Subscription Day. Subscription Agreements may be sent by facsimile transmission to the facsimile number and by email to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the next Subscription Day and Participating Shares, if issued will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Directors, allow subscriptions on less than three Business Days’ notice or late cleared funds. (d) The Fund may reject any application subscription, in whole or in part and without giving any reason for doing so. If an application is rejected, the subscription monies paidpart, or terminate or withdraw the balance thereof Offering in the case of a partial rejection, will be returned (without interest) as soon as practicable its entirety at any time prior to the account from which the subscription monies were originally remitted. Any costs incurred in returning the subscription monies will be borne by the subscriberClosing. (e) The Fund is not responsible for the transmission of Subscription Agreements to the Advisor. All subscriptions are subject to acceptance by the Fund. Unless otherwise directed by the Directors, Subscription Agreements are irrevocable. (f) The Participating Shares is subject to a subscription fee (the “Subscription Fee”). The Subscription Fee of each Class of Participating Shares is as specified in the relevant Appendix of the Supplement and must be paid within thirty (30) Business Day from the date of signing of the Subscription Agreement. The total subscription monies to be paid by a subscriber will equal the subscription amount plus the Subscription Fee. The Subscription Fee is paid to the Fund for the account of the Manager and is non-refundable. If timely payment is not made, a subscription may lapse and be cancelled. In such circumstances, the Company has the right to bring an action against the defaulting subscriber to obtain compensation for any loss directly or indirectly resulting from the failure by the subscriber to make good settlement by the settlement date. The Subscription Fee received by the Fund will not be refunded to the subscriber and the Manager will have the right to retain the Subscription Fee and to dispose or use it at its own will. (g) Participating Shares will be issued in registered form. Certificates will generally not be issued nor will any other documentation be issued, other than confirmation notices. Unless the Fund directs otherwise, contract notes will include an investor identification number and details of the Participating Shares that have been allotted. Contract notes will be sent to investors only after approval of their Subscription Agreement. Fractions of Participating Shares purchased will be issued to three decimal places.

Subscription Procedure. 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 a price of $1.00 per Unit (athe "Purchase Price"). The Company agrees to sell such Units to the Subscriber for the Purchase Price. 1.2 The subscription period will begin as of January 10, 2005, and will terminate (if the Closing Date has not earlier occurred) In order at 5:00 PM Eastern Standard Time on January 15, 2005, unless extended by the Company and Amerasia for up to subscribe an additional 90 days (the "Termination Date"). The minimum dollar amount of Units that may be purchased by the Subscriber is $25,000 unless Amerasia and the Company waive the minimum purchase requirement. The consummation of the Offering is subject to the satisfaction of a number of conditions, as further described in the Offering Memorandum, one or more of which conditions may not occur. 1.3 The Purchase Price will be placed in escrow pursuant to an escrow agreement by and among, the Company, Amerasia and Gottbetter & Partners, 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. 1.4 The certificates for Participating Shares, each subscriber should:the Common Stock and warrants underlying the Units bearing the name of the Subscriber will be delivered by the Company no later than fifteen (15) 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 Subscription Agreement to the residential or business address indicated in the Investor Questionnaire attached hereto as Exhibit A (the "Investor Questionnaire"). 1.5 The Purchase Price for the Units purchased hereunder shall be paid only by (i) complete and sign the attached Subscription Agreement. If the subscribers are joint subscriberscertified check, each subscriber should sign the Subscription Agreement; payable to Gottbetter & Partners, LLP, as escrow agent or (ii) complete and sign the appropriate IRS Form(s) in accordance with the instructions accompanying the applicable Form. Please refer by wire transfer to ANNEX A; (iii) complete and sign the appropriate all the Appendix inside this form as provided by the Manager; The completed forms and the verification documents in ANNEX B should then be returned to Prestige Asset Management Limited (“Advisor”) at the address set out in section 4 below. (b) During the Initial Offer PeriodGottbetter & Partners, applicants should send completed Subscription Agreements, together with any supporting documents, to Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the last Business Day of the Initial Offer Period. Subscription Agreements may be sent by facsimile transmission LLP pursuant to the facsimile number or by email to the email address stated below promptlyfollowing instructions: BANK: CITIBANK, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None of the DirectorsN.A., the Fund or the Advisor accept any responsibility for any loss arising from the non330 Madison Avenue, New York, ▇▇▇ ▇▇▇▇ ▇▇▇: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇IAR▇: ▇▇▇▇▇etter & Partners, LLP ACCOUNT: 49061322 REFERENCE: "▇▇▇ - [insert your name]" Gottbetter & Partners Accounti▇▇ ▇▇▇▇▇▇▇: Vincent DiPaola (212) 400-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the first Subscription Day and Participating Shares, if issued, will then be issued at the Subscription Price applicable on that day, although the Advisor 6916 [▇▇▇@▇▇▇▇▇▇▇▇▇r.▇▇▇] ▇.6 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇merasia may, under direction from the Investment Advisorin their sole discretion, allow late cleared funds. (c) After the close of the Initial Offer Period, new applicants for Participating Shares and Shareholders wishing to apply for additional Participating Shares must send their completed Subscription Agreements, together with any supporting documents to the Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the applicable Subscription Day. Subscription Agreements may be sent by facsimile transmission to the facsimile number and by email to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the next Subscription Day and Participating Shares, if issued will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Directors, allow subscriptions on less than three Business Days’ notice or late cleared funds. (d) The Fund may reject any application subscription, in whole or in part and without giving any reason for doing so. If an application is rejected, the subscription monies paidpart, or terminate or withdraw the balance thereof Offering in its entirety at any time prior to a closing thereof. The Company shall not be required to allocate Units among investors on a pro rata, or any other, basis in the case event of a partial rejection, will be returned (without interest) as soon as practicable to the account from which the over-subscription monies were originally remitted. Any costs incurred in returning the subscription monies will be borne by the subscribertherefor. (e) The Fund is not responsible for the transmission of Subscription Agreements to the Advisor. All subscriptions are subject to acceptance by the Fund. Unless otherwise directed by the Directors, Subscription Agreements are irrevocable. (f) The Participating Shares is subject to a subscription fee (the “Subscription Fee”). The Subscription Fee of each Class of Participating Shares is as specified in the relevant Appendix of the Supplement and must be paid within thirty (30) Business Day from the date of signing of the Subscription Agreement. The total subscription monies to be paid by a subscriber will equal the subscription amount plus the Subscription Fee. The Subscription Fee is paid to the Fund for the account of the Manager and is non-refundable. If timely payment is not made, a subscription may lapse and be cancelled. In such circumstances, the Company has the right to bring an action against the defaulting subscriber to obtain compensation for any loss directly or indirectly resulting from the failure by the subscriber to make good settlement by the settlement date. The Subscription Fee received by the Fund will not be refunded to the subscriber and the Manager will have the right to retain the Subscription Fee and to dispose or use it at its own will. (g) Participating Shares will be issued in registered form. Certificates will generally not be issued nor will any other documentation be issued, other than confirmation notices. Unless the Fund directs otherwise, contract notes will include an investor identification number and details of the Participating Shares that have been allotted. Contract notes will be sent to investors only after approval of their Subscription Agreement. Fractions of Participating Shares purchased will be issued to three decimal places.

Subscription Procedure. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company the number of Units as is set forth upon the signature page hereof at a price of $5.00 per Unit (a) In order the “Purchase Price”). The Company agrees to subscribe sell such Units to the Subscriber for Participating Sharesthe Purchase Price, each subscriber should: (i) complete and sign subject to the attached Subscription Agreement. If the subscribers are joint subscribersprovisions of Section 1.7, each subscriber should sign the Subscription Agreement; (ii) complete and sign the appropriate IRS Form(s) in accordance with the instructions accompanying the applicable Form. Please refer to ANNEX A; (iii) complete and sign the appropriate all the Appendix inside this form as provided by the Manager; The completed forms and the verification documents in ANNEX B should then be returned to Prestige Asset Management Limited (“Advisor”) at the address set out in section 4 below. 1.2 The subscription period will begin as of the date of this Subscription Agreement and will terminate at 5:00 PM Eastern Standard Time on April 6, 2018, unless extended on one or more occasions for up to an additional 30 days by the Board of Directors of the Company and the Placement Agent (bas defined below) During in their joint discretion (the Initial Offer Period“Termination Date”). The Units will be offered on a “best efforts” basis as more particularly set forth in that Confidential Private Placement Memorandum and any supplements thereto (the “Offering Memorandum”), applicants should send completed Subscription Agreementsdated December 7, together with any supporting documents2017. The minimum investment per subscription of the Offering is $50,000.00, subject to Advisor the Company’s right to accept a lesser amount. There is no minimum number of Units that must be sold to close the Offering. The Company may conduct one or more closings (each, a “Closing”) prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the last Business Day receipt of the Initial Offer PeriodMaximum Offering Amount of $5,000,000. Subscription Agreements In the event the Offering is oversubscribed in excess of the Maximum Offering Amount, the Offering may be sent by facsimile transmission increased up to the facsimile number or by email Over-Subscription Amount in the discretion of the Company (the “Over-Subscription”). The consummation of the Offering is subject to the email address stated below satisfaction of a number of conditions to be further described in the Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of the Units will be made by WestPark Capital, Inc. (the “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 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 Subscriber’s benefit, and will be returned promptly, provided that the original without interest or offset if this Subscription Agreement is forwarded 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 Advisor forthwith. None any Closing. 1.5 Certificates representing the Shares and the Warrants bearing the name of the DirectorsSubscriber will be delivered by the Company within a reasonable amount of time following the final Closing of the Offering. The Subscriber hereby authorizes and directs the Company to deliver the aforementioned certificates to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Accredited Investor Representation Letter, as attached. 1.6 The Purchase Price for the Fund Units purchased hereunder shall be paid to the Escrow Agent pursuant to the following instructions: Beneficiary Bank: ABA: Beneficiary Name: Beneficiary Account Number: Payable to: Mailed to: 1.7 The Company or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or emailPlacement Agent, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the first Subscription Day and Participating Shares, if issued, will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Investment Advisorin their sole discretion, allow late cleared funds. (c) After the close of the Initial Offer Period, new applicants for Participating Shares and Shareholders wishing to apply for additional Participating Shares must send their completed Subscription Agreements, together with any supporting documents to the Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the applicable Subscription Day. Subscription Agreements may be sent by facsimile transmission to the facsimile number and by email to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the next Subscription Day and Participating Shares, if issued will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Directors, allow subscriptions on less than three Business Days’ notice or late cleared funds. (d) The Fund may reject any application subscription, in whole or in part and without giving part. The Company may, in its sole discretion, terminate or withdraw the Offering in its entirety at any reason for doing sotime prior to a Closing in relation thereto. If an application this subscription is rejected, the subscription monies paid, rejected in whole or the balance thereof in Offering is terminated, all funds received from the case of a partial rejection, Subscriber will be returned (without interest) as soon as practicable interest or offset, and this Subscription Agreement shall thereafter be of no further force or effect. If this subscription is rejected in part, the funds for the rejected portion of this subscription will be returned without interest or offset, and this Subscription Agreement will continue in full force and effect to the account from which extent this subscription was accepted. Neither the subscription monies were originally remitted. Any costs incurred in returning Company nor the subscription monies will Placement Agent shall be borne by the subscriber. (e) The Fund is not responsible for the transmission of Subscription Agreements required to the Advisor. All subscriptions are subject to acceptance by the Fund. Unless otherwise directed by the Directors, Subscription Agreements are irrevocable. (f) The Participating Shares is subject to allocate among investors on a subscription fee (the “Subscription Fee”). The Subscription Fee of each Class of Participating Shares is as specified pro rata basis in the relevant Appendix event of the Supplement and must be paid within thirty (30) Business Day from the date of signing of the Subscription Agreement. The total subscription monies to be paid by a subscriber will equal the subscription amount plus the Subscription Fee. The Subscription Fee is paid to the Fund for the account of the Manager and is nonan over-refundable. If timely payment is not made, a subscription may lapse and be cancelled. In such circumstances, the Company has the right to bring an action against the defaulting subscriber to obtain compensation for any loss directly or indirectly resulting from the failure by the subscriber to make good settlement by the settlement date. The Subscription Fee received by the Fund will not be refunded to the subscriber and the Manager will have the right to retain the Subscription Fee and to dispose or use it at its own willsubscription. (g) Participating Shares will be issued in registered form. Certificates will generally not be issued nor will any other documentation be issued, other than confirmation notices. Unless the Fund directs otherwise, contract notes will include an investor identification number and details of the Participating Shares that have been allotted. Contract notes will be sent to investors only after approval of their Subscription Agreement. Fractions of Participating Shares purchased will be issued to three decimal places.

Subscription Procedure. 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 Shares as is set forth upon the signature page hereof at a price of $0.90 per Share (athe “Purchase Price”). The Company agrees to sell such Shares to the Subscriber for the Purchase Price. 1.2 The subscription period will begin as of July 14, 2006 and will terminate (if the Closing Date has not earlier occurred) In order to subscribe for Participating Sharesat 5:00 PM Eastern Standard Time on August 11, each subscriber should: (i) complete and sign the attached Subscription Agreement. If the subscribers are joint subscribers2006, each subscriber should sign the Subscription Agreement; (ii) complete and sign the appropriate IRS Form(s) in accordance with the instructions accompanying the applicable Form. Please refer to ANNEX A; (iii) complete and sign the appropriate all the Appendix inside this form as provided unless extended by the Manager; The completed forms Company, Kunming and the verification documents Placement Agent (as defined below) for up to an additional 90 days (the “Termination Date”). The Shares will be offered on a “best efforts” basis as more particularly set forth in ANNEX B should then be returned to Prestige Asset Management Limited a Confidential Private Placement Memorandum and any supplements thereto (the “AdvisorOffering Memorandum”) 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 Termination Date. The consummation of the Offering is subject to the satisfaction of a number of conditions to be further described in the Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of Shares will be made by WestPark Capital, Inc. (the “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 address set out closing of the purchase of the Shares in section 4 belowthe Offering (the “Closing”) to occur on the Closing Date. (b) During 1.5 The certificates for the Initial Offer Period, applicants should send completed Subscription Agreements, together with any supporting documents, to Advisor prior to 5.00 p.m. (Hong Kong time) on Common Stock bearing the Business Day which is ten (10) Business Days before the last Business Day name of the Initial Offer PeriodSubscriber will be delivered by the Company no later than fifteen (15) 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 Subscription Agreements may be sent by facsimile transmission Agreement to the facsimile number residential or business address indicated in the Investor Questionnaire, as attached. 1.6 The Purchase Price for the Shares purchased hereunder shall be paid by certified check, payable to Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation, as escrow agent, or by email wire transfer to Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇ pursuant to the email address stated below promptlyfollowing instructions: Law Offices of ▇▇▇▇▇ ▇. ▇▇▇▇▇, provided that the original a Professional Corporation Subscription Agreement is forwarded to the Advisor forthwith. None Escrow Account #2 ▇▇▇▇▇ Fargo Bank 1801 Avenue of the DirectorsStars ▇▇▇ ▇▇▇▇▇▇▇, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the first Subscription Day and Participating Shares, if issued, will then be issued at the Subscription Price applicable on that day, although the Advisor ▇▇ ▇▇▇▇▇ Account # 5763556098 ABA # ▇▇▇▇▇▇▇▇▇ 1.7 The Company and/or Kunming may, under direction from the Investment Advisorin their sole discretion, allow late cleared funds. (c) After the close of the Initial Offer Period, new applicants for Participating Shares and Shareholders wishing to apply for additional Participating Shares must send their completed Subscription Agreements, together with any supporting documents to the Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the applicable Subscription Day. Subscription Agreements may be sent by facsimile transmission to the facsimile number and by email to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the next Subscription Day and Participating Shares, if issued will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Directors, allow subscriptions on less than three Business Days’ notice or late cleared funds. (d) The Fund may reject any application subscription, in whole or in part and without giving any reason for doing so. If an application is rejected, the subscription monies paidpart, or terminate or withdraw the balance thereof 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 the case event of a partial rejection, will be returned (without interest) as soon as practicable to the account from which the subscription monies were originally remitted. Any costs incurred in returning the subscription monies will be borne by the subscriberan over-subscription. (e) The Fund is not responsible for the transmission of Subscription Agreements to the Advisor. All subscriptions are subject to acceptance by the Fund. Unless otherwise directed by the Directors, Subscription Agreements are irrevocable. (f) The Participating Shares is subject to a subscription fee (the “Subscription Fee”). The Subscription Fee of each Class of Participating Shares is as specified in the relevant Appendix of the Supplement and must be paid within thirty (30) Business Day from the date of signing of the Subscription Agreement. The total subscription monies to be paid by a subscriber will equal the subscription amount plus the Subscription Fee. The Subscription Fee is paid to the Fund for the account of the Manager and is non-refundable. If timely payment is not made, a subscription may lapse and be cancelled. In such circumstances, the Company has the right to bring an action against the defaulting subscriber to obtain compensation for any loss directly or indirectly resulting from the failure by the subscriber to make good settlement by the settlement date. The Subscription Fee received by the Fund will not be refunded to the subscriber and the Manager will have the right to retain the Subscription Fee and to dispose or use it at its own will. (g) Participating Shares will be issued in registered form. Certificates will generally not be issued nor will any other documentation be issued, other than confirmation notices. Unless the Fund directs otherwise, contract notes will include an investor identification number and details of the Participating Shares that have been allotted. Contract notes will be sent to investors only after approval of their Subscription Agreement. Fractions of Participating Shares purchased will be issued to three decimal places.

Subscription Procedure. 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 Shares as is set forth upon the signature page hereof at a price of $1.80 per Share (athe “Purchase Price”). The Company agrees to sell such Shares to the Subscriber for the Purchase Price. 1.2 The subscription period will begin as of June 23, 2008 and will terminate (if the Closing Date has not earlier occurred) In order to subscribe for Participating Sharesat 5:00 PM Eastern Standard Time on August 30, each subscriber should: (i) complete and sign the attached Subscription Agreement. If the subscribers are joint subscribers2008, each subscriber should sign the Subscription Agreement; (ii) complete and sign the appropriate IRS Form(s) in accordance with the instructions accompanying the applicable Form. Please refer to ANNEX A; (iii) complete and sign the appropriate all the Appendix inside this form as provided unless extended by the Manager; The completed forms Company, Niveous and the verification documents Placement Agent (as defined below) for up to an additional 90 days (the “Termination Date”). The Shares will be offered on a “best efforts” basis as more particularly set forth in ANNEX B should then be returned to Prestige Asset Management Limited a Confidential Private Placement Memorandum and any supplements thereto (the “AdvisorOffering Memorandum”) which shall supersede in its entirety that Executive Summary dated June 12, 2008. The final Offering Memorandum will be provided to Subscribers in the Offering no later than one (1) day 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 Offering Memorandum, one or more of which conditions may not occur. 1.3 Placement of Shares will be made by WestPark Capital, Inc. (the “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 D▇▇▇▇ ▇▇▇▇▇, Esq. as escrow agent, and shall be paid over to the Company at the address set out closing of the purchase of the Shares in section 4 belowthe Offering (the “Closing”) to occur on the Closing Date. (b) During 1.5 The certificates for the Initial Offer Period, applicants should send completed Subscription Agreements, together with any supporting documents, to Advisor prior to 5.00 p.m. (Hong Kong time) on Common Stock bearing the Business Day which is ten (10) Business Days before the last Business Day name of the Initial Offer PeriodSubscriber will be delivered by the Company no later than thirty (30) 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 Subscription Agreements may be sent by facsimile transmission Agreement to the facsimile number residential or business address indicated in the Investor Questionnaire, as attached. 1.6 The Purchase Price for the Shares purchased hereunder shall be paid by certified check, payable to Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇, a Professional Corporation, as escrow agent, or by email wire transfer to Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇ pursuant to the email address stated below promptlyfollowing instructions: Law Offices of D▇▇▇▇ ▇. ▇▇▇▇▇, provided that the original a Professional Corporation Subscription Agreement is forwarded to the Advisor forthwith. None Escrow Account #2 W▇▇▇▇ Fargo Bank 1801 Avenue of the DirectorsStars L▇▇ ▇▇▇▇▇▇▇, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the first Subscription Day and Participating Shares, if issued, will then be issued at the Subscription Price applicable on that day, although the Advisor ▇▇ ▇▇▇▇▇ Account # 7682761510 ABA # 1▇▇▇▇▇▇▇▇ 1.7 The Company and/or Niveous may, under direction from the Investment Advisorin their sole discretion, allow late cleared funds. (c) After the close of the Initial Offer Period, new applicants for Participating Shares and Shareholders wishing to apply for additional Participating Shares must send their completed Subscription Agreements, together with any supporting documents to the Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the applicable Subscription Day. Subscription Agreements may be sent by facsimile transmission to the facsimile number and by email to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the next Subscription Day and Participating Shares, if issued will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Directors, allow subscriptions on less than three Business Days’ notice or late cleared funds. (d) The Fund may reject any application subscription, in whole or in part and without giving any reason for doing so. If an application is rejected, the subscription monies paidpart, or terminate or withdraw the balance thereof 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 the case event of a partial rejection, will be returned (without interest) as soon as practicable to the account from which the subscription monies were originally remitted. Any costs incurred in returning the subscription monies will be borne by the subscriberan over-subscription. (e) The Fund is not responsible for the transmission of Subscription Agreements to the Advisor. All subscriptions are subject to acceptance by the Fund. Unless otherwise directed by the Directors, Subscription Agreements are irrevocable. (f) The Participating Shares is subject to a subscription fee (the “Subscription Fee”). The Subscription Fee of each Class of Participating Shares is as specified in the relevant Appendix of the Supplement and must be paid within thirty (30) Business Day from the date of signing of the Subscription Agreement. The total subscription monies to be paid by a subscriber will equal the subscription amount plus the Subscription Fee. The Subscription Fee is paid to the Fund for the account of the Manager and is non-refundable. If timely payment is not made, a subscription may lapse and be cancelled. In such circumstances, the Company has the right to bring an action against the defaulting subscriber to obtain compensation for any loss directly or indirectly resulting from the failure by the subscriber to make good settlement by the settlement date. The Subscription Fee received by the Fund will not be refunded to the subscriber and the Manager will have the right to retain the Subscription Fee and to dispose or use it at its own will. (g) Participating Shares will be issued in registered form. Certificates will generally not be issued nor will any other documentation be issued, other than confirmation notices. Unless the Fund directs otherwise, contract notes will include an investor identification number and details of the Participating Shares that have been allotted. Contract notes will be sent to investors only after approval of their Subscription Agreement. Fractions of Participating Shares purchased will be issued to three decimal places.

Subscription Procedure. 1.1 Subject to the terms and conditions set forth herein and in the Registration Statement, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Shares as is set forth upon the signature page hereof at a price of $0.25 per Share (a) In order the “Purchase Price”). The Company agrees to subscribe sell such Shares to the Subscriber for Participating Shares, each subscriber should:the Purchase Price. (i) complete and sign 1.2 The subscription period will begin as of the attached Subscription Agreement. If date the subscribers are joint subscribers, each subscriber should sign the Subscription Agreement; (ii) complete and sign the appropriate IRS Form(s) in accordance with the instructions accompanying the applicable Form. Please refer to ANNEX A; (iii) complete and sign the appropriate all the Appendix inside this form as provided Registration Statement is declared effective by the Manager; The completed forms Securities and the verification documents in ANNEX B should then be returned to Prestige Asset Management Limited Exchange Commission (“AdvisorSEC”) and will terminate at 5:00 PM Local Time on August 29, 2008, unless terminated earlier or extended by the Company in its sole and absolute discretion (the “Offering Period”). The Shares will be offered on a minimum/maximum basis as more particularly set forth in the Registration Statement. The minimum dollar amount of Shares that may be purchased by the Subscriber is $1,250 unless the Company elects to waive the requirement. The consummation of the Offering is subject to the satisfaction of the closing conditions set forth in Section 5 of 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 paid over to the Company at the address set out closing of the purchase of the Shares in section 4 belowthe Offering pursuant to this Agreement (the “Closing”). 1.4 The certificates for the Common Stock bearing the name of the Subscriber will be delivered by the Company no later than twenty (b20) During days following the Initial Offer Period, applicants should send completed Subscription Agreements, together with any supporting documents, Closing of the Offering. The Subscriber hereby authorizes and directs the Company to Advisor prior deliver the Shares to 5.00 p.m. (Hong Kong time) be issued to the Subscriber pursuant to this Agreement and delivered to the residential or business address indicated on the Business Day which is ten (10) Business Days before the last Business Day of the Initial Offer Period. Subscription Agreements may be sent by facsimile transmission to the facsimile number or by email to the email address stated below promptly, provided that the original signature page hereof. 1.5 This executed Subscription Agreement is shall be forwarded to: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Synergy Law Group, LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Suite 600 Chicago, IL 60661 1.6 The Purchase Price for the Shares purchased hereunder shall be paid by check or wire transfer (instructions available upon request) to the Advisor forthwith. None of the DirectorsTitle Starts Online, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the first Subscription Day and Participating Shares, if issued, will then be issued at the Subscription Price applicable on that day, although the Advisor Inc. 1.7 The Company may, under direction from the Investment Advisorin its sole discretion, allow late cleared funds. (c) After the close of the Initial Offer Period, new applicants for Participating Shares and Shareholders wishing to apply for additional Participating Shares must send their completed Subscription Agreements, together with any supporting documents to the Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the applicable Subscription Day. Subscription Agreements may be sent by facsimile transmission to the facsimile number and by email to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the next Subscription Day and Participating Shares, if issued will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Directors, allow subscriptions on less than three Business Days’ notice or late cleared funds. (d) The Fund may reject any application subscription, in whole or in part and without giving any reason for doing so. If an application is rejected, the subscription monies paidpart, or terminate or withdraw the balance thereof Offering in the case of a partial rejection, will be returned (without interest) as soon as practicable its entirety at any time prior to the account from which the subscription monies were originally remitted. Any costs incurred in returning the subscription monies will be borne by the subscriberClosing. (e) The Fund is not responsible for the transmission of Subscription Agreements to the Advisor. All subscriptions are subject to acceptance by the Fund. Unless otherwise directed by the Directors, Subscription Agreements are irrevocable. (f) The Participating Shares is subject to a subscription fee (the “Subscription Fee”). The Subscription Fee of each Class of Participating Shares is as specified in the relevant Appendix of the Supplement and must be paid within thirty (30) Business Day from the date of signing of the Subscription Agreement. The total subscription monies to be paid by a subscriber will equal the subscription amount plus the Subscription Fee. The Subscription Fee is paid to the Fund for the account of the Manager and is non-refundable. If timely payment is not made, a subscription may lapse and be cancelled. In such circumstances, the Company has the right to bring an action against the defaulting subscriber to obtain compensation for any loss directly or indirectly resulting from the failure by the subscriber to make good settlement by the settlement date. The Subscription Fee received by the Fund will not be refunded to the subscriber and the Manager will have the right to retain the Subscription Fee and to dispose or use it at its own will. (g) Participating Shares will be issued in registered form. Certificates will generally not be issued nor will any other documentation be issued, other than confirmation notices. Unless the Fund directs otherwise, contract notes will include an investor identification number and details of the Participating Shares that have been allotted. Contract notes will be sent to investors only after approval of their Subscription Agreement. Fractions of Participating Shares purchased will be issued to three decimal places.

Subscription Procedure. 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 a price of $0.75 per Unit (athe "Purchase Price"). The Company agrees to sell such Units to the Subscriber for the Purchase Price. 1.2 The subscription period will begin as of March 8, 2006 and will terminate (if the Closing Date has not earlier occurred) In order at 5:00 PM Eastern Standard Time on April 30, 2006, unless extended by for up to subscribe for Participating Sharesan additional 90 days (the "Termination Date"). The Units will be offered on a "best efforts" basis as more particularly set forth in the Confidential Private Placement Memorandum dated March 2006 and any supplements thereto (the "Offering Memorandum"). The minimum dollar amount of Units that may be purchased by the Subscriber is $30,000 unless Ironclad and the Company waive the requirement. The consummation of the Offering is subject to the satisfaction of a number of conditions, as further described in the 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. (the "Placement Agents"), each subscriber should: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 (ithe "Escrow Agreement"), and shall be paid over to the Company at the closing of the purchase of the Units in the Offering (the "Closing") complete and sign to occur on the attached Subscription Agreement. If Closing Date. 1.5 The certificates for the subscribers are joint subscribers, each subscriber should sign the Subscription Agreement; (ii) complete and sign the appropriate IRS Form(s) in accordance Common Stock together with the instructions accompanying Warrants bearing the applicable Form. Please refer to ANNEX A; (iii) complete and sign name of the appropriate all the Appendix inside this form as provided Subscriber will be delivered by the Manager; Company no later than fifteen (15) days following the Closing Date. The completed forms Subscriber hereby authorizes and directs the verification documents Company to deliver the securities to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in ANNEX B should then be returned to Prestige Asset Management Limited (“Advisor”) at the address set out in section 4 belowInvestor Questionnaire. (b) During 1.6 The Purchase Price for the Initial Offer PeriodUnits purchased hereunder shall be paid by certified check, applicants should send completed Subscription Agreementspayable to American Stock Transfer Corporation, together with any supporting documentsas escrow agent, or by wire transfer to Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the last Business Day of the Initial Offer Period. Subscription Agreements may be sent by facsimile transmission American Stock Transfer Corporation pursuant to the facsimile number or by email to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwithfollowing instructions: Bank Name: JP Morgan Chase Bank ABA Routing No.: 021-000-021 ▇▇▇▇▇▇▇ No. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the first Subscription Day and Participating Shares, if issued, will then be issued at the Subscription Price applicable on that day, although the Advisor [________________] Account Name: American Stock Transfer & Trust Company - Europa Trade Agency Ltd. Escrow Account 1.7 The Company and/or Ironclad may, under direction from the Investment Advisorin their sole discretion, allow late cleared funds. (c) After the close of the Initial Offer Period, new applicants for Participating Shares and Shareholders wishing to apply for additional Participating Shares must send their completed Subscription Agreements, together with any supporting documents to the Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the applicable Subscription Day. Subscription Agreements may be sent by facsimile transmission to the facsimile number and by email to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the next Subscription Day and Participating Shares, if issued will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Directors, allow subscriptions on less than three Business Days’ notice or late cleared funds. (d) The Fund may reject any application subscription, in whole or in part and without giving any reason for doing so. If an application is rejected, the subscription monies paidpart, or terminate or withdraw the balance thereof 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 the case event of a partial rejection, will be returned (without interest) as soon as practicable to the account from which the subscription monies were originally remitted. Any costs incurred in returning the subscription monies will be borne by the subscriberan over-subscription. (e) The Fund is not responsible for the transmission of Subscription Agreements to the Advisor. All subscriptions are subject to acceptance by the Fund. Unless otherwise directed by the Directors, Subscription Agreements are irrevocable. (f) The Participating Shares is subject to a subscription fee (the “Subscription Fee”). The Subscription Fee of each Class of Participating Shares is as specified in the relevant Appendix of the Supplement and must be paid within thirty (30) Business Day from the date of signing of the Subscription Agreement. The total subscription monies to be paid by a subscriber will equal the subscription amount plus the Subscription Fee. The Subscription Fee is paid to the Fund for the account of the Manager and is non-refundable. If timely payment is not made, a subscription may lapse and be cancelled. In such circumstances, the Company has the right to bring an action against the defaulting subscriber to obtain compensation for any loss directly or indirectly resulting from the failure by the subscriber to make good settlement by the settlement date. The Subscription Fee received by the Fund will not be refunded to the subscriber and the Manager will have the right to retain the Subscription Fee and to dispose or use it at its own will. (g) Participating Shares will be issued in registered form. Certificates will generally not be issued nor will any other documentation be issued, other than confirmation notices. Unless the Fund directs otherwise, contract notes will include an investor identification number and details of the Participating Shares that have been allotted. Contract notes will be sent to investors only after approval of their Subscription Agreement. Fractions of Participating Shares purchased will be issued to three decimal places.

Subscription Procedure. 1.1. Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company the number of Shares as is set forth upon the signature page hereof at a price of $0.50 per Share (athe “Purchase Price”). The Company agrees to sell such Shares to the Subscriber for the Purchase Price. 1.2. The subscription period will begin as of the date of this Subscription Agreement and will terminate at 5:00 PM Eastern Standard Time on August 31, 2024, unless extended on one or more occasions for up to an additional thirty (30) In order to subscribe for Participating Shares, each subscriber should: days by the Board of Directors of the Company (i) complete and sign the attached Subscription Agreement. If the subscribers are joint subscribers, each subscriber should sign the Subscription Agreement; (ii) complete and sign the appropriate IRS Form(sas defined below) in accordance with their joint discretion (the instructions accompanying “Termination Date”). The Shares will be offered on a “best effort”. The minimum investment per subscription of the applicable FormOffering is $1,000, subject to the Company’s right to accept a lesser amount. Please refer There is no minimum number of Shares that must be sold to ANNEX A;close the Offering. The Company may conduct one or more closings (each, a “Closing”) prior to the receipt of the Maximum Offering Amount of $1,500,000. 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”). 1.3. The Purchase Price will be sent directly to the Company Bank Account for this Offering (iiithe “Offering Bank Account”) complete and sign the appropriate all the Appendix inside described in 1.5 below. Funds will be returned promptly, without interest or offset if this form as provided Subscription Agreement is not accepted by the Manager; The completed forms and Company, or the verification documents in ANNEX B should then be returned Offering is terminated pursuant to Prestige Asset Management Limited (“Advisor”) at its terms or by the address set out in section 4 belowCompany prior to the any Closing. (b) During 1.4. Certificates representing the Initial Offer PeriodShares bearing the name of the Subscriber will be delivered by the Company within a reasonable amount of time following the final Closing of the Offering. The Subscriber hereby authorizes and directs the Company to deliver the aforementioned certificates to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, applicants should send completed Subscription Agreements, together with any supporting documents, to Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day a form of which is ten attached hereto as Exhibit A. 1.5. The Purchase Price for the Shares purchased hereunder shall be paid pursuant to the following instructions: By wire transfer: Beneficiary: Vertical Data, Inc. Choice Financial Group Client (10Beneficiary) Business Days before the last Business Day of the Initial Offer Period. Subscription Agreements may Name: Vertical Data Inc. Client Contact: D▇▇▇▇ ▇▇▇▇ Account Number: 202424389400 ACH Routing#: Wire Routing#: 0▇▇▇▇▇▇▇▇ Bank Address: 4▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ Beneficiary Address: 9▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ All checks which are mailed must be sent by facsimile transmission overnight express (DHL, UPS, United States Postal Service Express, or Federal Express) with tracking numbers provided to the facsimile number or by email to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwithCompany. 1.6. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the first Subscription Day and Participating Shares, if issued, will then be issued at the Subscription Price applicable on that day, although the Advisor The Company may, under direction from the Investment Advisorin their sole discretion, allow late cleared funds. (c) After the close of the Initial Offer Period, new applicants for Participating Shares and Shareholders wishing to apply for additional Participating Shares must send their completed Subscription Agreements, together with any supporting documents to the Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the applicable Subscription Day. Subscription Agreements may be sent by facsimile transmission to the facsimile number and by email to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the next Subscription Day and Participating Shares, if issued will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Directors, allow subscriptions on less than three Business Days’ notice or late cleared funds. (d) The Fund may reject any application subscription, in whole or in part and without giving part. The Company may, in its sole discretion, terminate or withdraw the Offering in its entirety at any reason for doing sotime prior to a Closing in relation thereto. If an application this subscription is rejected, the subscription monies paid, rejected in whole or the balance thereof in Offering is terminated, all funds received from the case of a partial rejection, Subscriber will be returned (without interest) as soon as practicable interest or offset, and this Subscription Agreement shall thereafter be of no further force or effect. If this subscription is rejected in part, the funds for the rejected portion of this subscription will be returned without interest or offset, and this Subscription Agreement will continue in full force and effect to the account from which the extent this subscription monies were originally remitted. Any costs incurred in returning the subscription monies will be borne by the subscriber. (e) The Fund is not responsible for the transmission of Subscription Agreements to the Advisor. All subscriptions are subject to acceptance by the Fund. Unless otherwise directed by the Directors, Subscription Agreements are irrevocable. (f) The Participating Shares is subject to a subscription fee (the “Subscription Fee”)was accepted. The Subscription Fee of each Class of Participating Shares is as specified Company shall not be required to allocate among investors on a pro rata basis in the relevant Appendix event of the Supplement and must be paid within thirty (30) Business Day from the date of signing of the Subscription Agreement. The total subscription monies to be paid by a subscriber will equal the subscription amount plus the Subscription Fee. The Subscription Fee is paid to the Fund for the account of the Manager and is nonan over-refundable. If timely payment is not made, a subscription may lapse and be cancelled. In such circumstances, the Company has the right to bring an action against the defaulting subscriber to obtain compensation for any loss directly or indirectly resulting from the failure by the subscriber to make good settlement by the settlement date. The Subscription Fee received by the Fund will not be refunded to the subscriber and the Manager will have the right to retain the Subscription Fee and to dispose or use it at its own willsubscription. (g) Participating Shares will be issued in registered form. Certificates will generally not be issued nor will any other documentation be issued, other than confirmation notices. Unless the Fund directs otherwise, contract notes will include an investor identification number and details of the Participating Shares that have been allotted. Contract notes will be sent to investors only after approval of their Subscription Agreement. Fractions of Participating Shares purchased will be issued to three decimal places.

Subscription Procedure. 1.1. Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company the number of Shares as is set forth upon the signature page hereof at a price of $0.50 per Share (athe “Purchase Price”). The Company agrees to sell such Shares to the Subscriber for the Purchase Price. 1.2. The subscription period will begin as of the date of this Subscription Agreement and will terminate at 5:00 PM Eastern Standard Time on August 31, 2024, unless extended on one or more occasions for up to an additional thirty (30) In order to subscribe for Participating Shares, each subscriber should: days by the Board of Directors of the Company (i) complete and sign the attached Subscription Agreement. If the subscribers are joint subscribers, each subscriber should sign the Subscription Agreement; (ii) complete and sign the appropriate IRS Form(sas defined below) in accordance with their joint discretion (the instructions accompanying “Termination Date”). The Shares will be offered on a “best effort”. The minimum investment per subscription of the applicable FormOffering is $1,000, subject to the Company’s right to accept a lesser amount. Please refer There is no minimum number of Shares that must be sold to ANNEX A;close the Offering. The Company may conduct one or more closings (each, a “Closing”) prior to the receipt of the Maximum Offering Amount of $1,500,000. 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”). 1.3. The Purchase Price will be sent directly to the Company Bank Account for this Offering (iiithe “Offering Bank Account”) complete and sign the appropriate all the Appendix inside described in 1.5 below. Funds will be returned promptly, without interest or offset if this form as provided Subscription Agreement is not accepted by the Manager; The completed forms and Company, or the verification documents in ANNEX B should then be returned Offering is terminated pursuant to Prestige Asset Management Limited (“Advisor”) at its terms or by the address set out in section 4 belowCompany prior to the any Closing. (b) During 1.4. Certificates representing the Initial Offer PeriodShares bearing the name of the Subscriber will be delivered by the Company within a reasonable amount of time following the final Closing of the Offering. The Subscriber hereby authorizes and directs the Company to deliver the aforementioned certificates to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor Questionnaire, applicants should send completed Subscription Agreements, together with any supporting documents, to Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day a form of which is ten attached hereto as Exhibit A. 1.5. The Purchase Price for the Shares purchased hereunder shall be paid pursuant to the following instructions: By wire transfer: Beneficiary: Vertical Data Inc. Choice Financial Group Client (10Beneficiary) Business Days before the last Business Day of the Initial Offer Period. Subscription Agreements may Name: Vertical Data Inc. Client Contact: D▇▇▇▇ ▇▇▇▇ Account Number: 202424389400 ACH Routing#: Wire Routing#: 0▇▇▇▇▇▇▇▇ Bank Address: 4▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ Beneficiary Address: 9▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ All checks which are mailed must be sent by facsimile transmission overnight express (DHL, UPS, United States Postal Service Express, or Federal Express) with tracking numbers provided to the facsimile number or by email to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwithCompany. 1.6. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the first Subscription Day and Participating Shares, if issued, will then be issued at the Subscription Price applicable on that day, although the Advisor The Company may, under direction from the Investment Advisorin their sole discretion, allow late cleared funds. (c) After the close of the Initial Offer Period, new applicants for Participating Shares and Shareholders wishing to apply for additional Participating Shares must send their completed Subscription Agreements, together with any supporting documents to the Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the applicable Subscription Day. Subscription Agreements may be sent by facsimile transmission to the facsimile number and by email to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the next Subscription Day and Participating Shares, if issued will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Directors, allow subscriptions on less than three Business Days’ notice or late cleared funds. (d) The Fund may reject any application subscription, in whole or in part and without giving part. The Company may, in its sole discretion, terminate or withdraw the Offering in its entirety at any reason for doing sotime prior to a Closing in relation thereto. If an application this subscription is rejected, the subscription monies paid, rejected in whole or the balance thereof in Offering is terminated, all funds received from the case of a partial rejection, Subscriber will be returned (without interest) as soon as practicable interest or offset, and this Subscription Agreement shall thereafter be of no further force or effect. If this subscription is rejected in part, the funds for the rejected portion of this subscription will be returned without interest or offset, and this Subscription Agreement will continue in full force and effect to the account from which the extent this subscription monies were originally remitted. Any costs incurred in returning the subscription monies will be borne by the subscriber. (e) The Fund is not responsible for the transmission of Subscription Agreements to the Advisor. All subscriptions are subject to acceptance by the Fund. Unless otherwise directed by the Directors, Subscription Agreements are irrevocable. (f) The Participating Shares is subject to a subscription fee (the “Subscription Fee”)was accepted. The Subscription Fee of each Class of Participating Shares is as specified Company shall not be required to allocate among investors on a pro rata basis in the relevant Appendix event of the Supplement and must be paid within thirty (30) Business Day from the date of signing of the Subscription Agreement. The total subscription monies to be paid by a subscriber will equal the subscription amount plus the Subscription Fee. The Subscription Fee is paid to the Fund for the account of the Manager and is nonan over-refundable. If timely payment is not made, a subscription may lapse and be cancelled. In such circumstances, the Company has the right to bring an action against the defaulting subscriber to obtain compensation for any loss directly or indirectly resulting from the failure by the subscriber to make good settlement by the settlement date. The Subscription Fee received by the Fund will not be refunded to the subscriber and the Manager will have the right to retain the Subscription Fee and to dispose or use it at its own willsubscription. (g) Participating Shares will be issued in registered form. Certificates will generally not be issued nor will any other documentation be issued, other than confirmation notices. Unless the Fund directs otherwise, contract notes will include an investor identification number and details of the Participating Shares that have been allotted. Contract notes will be sent to investors only after approval of their Subscription Agreement. Fractions of Participating Shares purchased will be issued to three decimal places.

Subscription Procedure. (a) In order Subject to subscribe the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for Participating Shares, each subscriber should: and agrees to purchase from the Company such number of Shares as is set forth upon the signature page hereof at a purchase price of $0.03 per share (i) complete and sign the attached Subscription Agreement“Purchase Price”). If The Company agrees to sell such Shares to the subscribers are joint subscribers, each subscriber should sign Subscriber for the Subscription Agreement; Purchase Price (ii) complete and sign the appropriate IRS Form(s) in accordance with the instructions accompanying the applicable Form. Please refer to ANNEX A; (iii) complete and sign the appropriate all the Appendix inside this form as provided by the Manager; The completed forms and the verification documents in ANNEX B should then be returned to Prestige Asset Management Limited (“AdvisorOffering”) at the address set out in section 4 below). (b) During The subscription period will begin as of October 22, 2013, and will terminate (if the Initial Offer Periodclosing date has not earlier occurred) at 5:00 PM Eastern Time on November 30, applicants should send completed Subscription Agreements2013, together with unless extended by the Company (the “Termination Date”). The Shares will be offered on a “best efforts” basis as more particularly set forth in a Confidential Private Placement Memorandum and any supporting documents, supplements thereto (the “Offering Memorandum”). The final Offering Memorandum will be provided to Advisor Subscribers in the Offering no later than two days prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the last Business Day Termination Date. The consummation of the Initial Offer Period. Subscription Agreements may be sent by facsimile transmission Offering is subject to the facsimile satisfaction of a number of conditions to be further described in the Offering Memorandum, one or by email to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None more of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds which conditions may be held over until the first Subscription Day and Participating Shares, if issued, will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Investment Advisor, allow late cleared fundsnot occur. (c) After The certificates for the close shares bearing the name of the Initial Offer Period, new applicants for Participating Subscriber will be delivered by the Company no later than sixty (60) days following the closing date. The Subscriber hereby authorizes and directs the Company to deliver the Shares and Shareholders wishing to apply for additional Participating Shares must send their completed Subscription Agreements, together with any supporting documents be issued to such Subscriber pursuant to this Agreement to the Advisor prior to 5.00 p.m. (Hong Kong time) on residential or business address indicated in the Business Day which is ten (10) Business Days before the applicable Subscription Day. Subscription Agreements may be sent by facsimile transmission to the facsimile number and by email to the email address stated below promptlyInvestor Questionnaire, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None of the Directors, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or attached hereto as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the next Subscription Day and Participating Shares, if issued will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Directors, allow subscriptions on less than three Business Days’ notice or late cleared funds.Exhibit A. (d) The Fund may reject any application in whole or in part Purchase Price for the Shares purchased hereunder shall be paid by certified check, payable to Natural Gas Fueling and without giving any reason for doing so. If an application is rejected, the subscription monies paidConversion Inc., or the balance thereof in the case of a partial rejection, will be returned (without interest) as soon as practicable by wire transfer pursuant to the account from which the subscription monies were originally remitted. Any costs incurred in returning the subscription monies will be borne by the subscriber.following instructions: Account Name: Natural Gas Fueling and Conversion Inc. Bank: ________________________________ Account #: ________________________________ Routing #: ________________________________ (e) The Fund Company, in its sole discretion, may reject any subscription, in whole or in part, or terminate or withdraw the Offering in its entirety at any time prior to a closing in relation thereto. The Company is not responsible for the transmission of Subscription Agreements required to the Advisor. All subscriptions are subject to acceptance by the Fund. Unless otherwise directed by the Directors, Subscription Agreements are irrevocable. (f) The Participating Shares is subject to allocate among investors on a subscription fee (the “Subscription Fee”). The Subscription Fee of each Class of Participating Shares is as specified pro rata basis in the relevant Appendix event of the Supplement and must be paid within thirty (30) Business Day from the date of signing of the Subscription Agreement. The total subscription monies to be paid by a subscriber will equal the subscription amount plus the Subscription Fee. The Subscription Fee is paid to the Fund for the account of the Manager and is nonan over-refundable. If timely payment is not made, a subscription may lapse and be cancelled. In such circumstances, the Company has the right to bring an action against the defaulting subscriber to obtain compensation for any loss directly or indirectly resulting from the failure by the subscriber to make good settlement by the settlement date. The Subscription Fee received by the Fund will not be refunded to the subscriber and the Manager will have the right to retain the Subscription Fee and to dispose or use it at its own willsubscription. (g) Participating Shares will be issued in registered form. Certificates will generally not be issued nor will any other documentation be issued, other than confirmation notices. Unless the Fund directs otherwise, contract notes will include an investor identification number and details of the Participating Shares that have been allotted. Contract notes will be sent to investors only after approval of their Subscription Agreement. Fractions of Participating Shares purchased will be issued to three decimal places.

Subscription Procedure. The Offering Memorandum will be submitted to all potential subscribers in the Offering (a) In order a "Subscriber"). Each Subscriber will be required to subscribe for Participating Shares, each subscriber should: (i) complete and sign execute a Subscription Agreement and a Purchaser's Questionnaire in the form attached to the Offering Memorandum (the "Subscription AgreementDocuments"). The Subscribers will be instructed to deliver directly to the Placement Agent the completed Subscription Documents together with a check made payable to (or verification of wire transfer to) ________________ as Escrow Agent for the Company (the "Escrow Agent") for the number of Securities desired to be purchased. After the Placement Agent reviews the Subscription Documents, the Placement Agent will forward a copy of the Subscription Documents that are properly completed by accredited investors to the Company. The Company shall decide as promptly as practicable after it receives Subscription Documents from the Placement Agent (but once the minimum offering of the Securities is sold, in no event later than 5 business days after receipt of such documents) whether or not to accept the subscription. If the subscribers are joint subscribersCompany elects not to accept a subscription, each subscriber should it will notify the Placement Agent in writing and that Subscriber's check will be returned to the Subscriber by the Placement Agent. If the Company elects to accept a subscription, an authorized officer of the Company will immediately counter-sign the Subscription Agreement; Documents (iia "Subscription Acceptance") complete and sign the appropriate IRS Form(s) in accordance with the instructions accompanying the applicable Form. Please refer to ANNEX A; (iii) complete and sign the appropriate all the Appendix inside this form as provided by the Manager; The completed forms and the verification documents in ANNEX B should then be returned to Prestige Asset Management Limited (“Advisor”) at the address set out in section 4 below. (b) During the Initial Offer Period, applicants should send completed Subscription Agreements, together with any supporting documents, to Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the last Business Day of the Initial Offer Period. Subscription Agreements may be sent by facsimile transmission forward a copy thereof to the facsimile number or by email Placement Agent upon receipt of which the Placement Agent will forward that Subscriber's check to the email address stated below promptly, provided Escrow Agent for deposit in an escrow account (the "Escrow Account") or if that the original Subscription Agreement is forwarded Subscriber's funds were transmitted to the Advisor forthwith. None of the DirectorsEscrow Agent by wire, the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been parties may independently verify that such wire was received by the Advisor it Escrow Agent. All checks and wire transfers that are deposited into the Escrow Account will hereinafter be referred to as "Offering Proceeds." Notwithstanding any Subscription Acceptance, unless the minimum offering of the Securities is irrevocable. Subscription sold on or before December 31, 2002 or a 30 day extension period thereafter by mutual consent of the Company and the Placement Agent, the Offering will terminate and all funds theretofore received late or late cleared funds may be held over until the first Subscription Day and Participating Shares, if issued, will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Investment Advisor, allow late cleared funds. (c) After the close sale of the Initial Offer Period, new applicants for Participating Shares and Shareholders wishing to apply for additional Participating Shares must send their completed Subscription Agreements, together with any supporting documents Securities will be promptly returned to the Advisor prior to 5.00 p.m. (Hong Kong time) on the Business Day which is ten (10) Business Days before the applicable Subscription Day. Subscription Agreements may be sent by facsimile transmission to the facsimile number and by email to the email address stated below promptly, provided that the original Subscription Agreement is forwarded to the Advisor forthwith. None of the Directors, the Fund Subscribers without deduction therefrom or the Advisor accept any responsibility for any loss arising from the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Once a completed Subscription Agreement has been received by the Advisor it is irrevocable. Subscription received late or late cleared funds may be held over until the next Subscription Day and Participating Shares, if issued will then be issued at the Subscription Price applicable on that day, although the Advisor may, under direction from the Directors, allow subscriptions on less than three Business Days’ notice or late cleared fundsinterest thereon. (d) The Fund may reject any application in whole or in part and without giving any reason for doing so. If an application is rejected, the subscription monies paid, or the balance thereof in the case of a partial rejection, will be returned (without interest) as soon as practicable to the account from which the subscription monies were originally remitted. Any costs incurred in returning the subscription monies will be borne by the subscriber. (e) The Fund is not responsible for the transmission of Subscription Agreements to the Advisor. All subscriptions are subject to acceptance by the Fund. Unless otherwise directed by the Directors, Subscription Agreements are irrevocable. (f) The Participating Shares is subject to a subscription fee (the “Subscription Fee”). The Subscription Fee of each Class of Participating Shares is as specified in the relevant Appendix of the Supplement and must be paid within thirty (30) Business Day from the date of signing of the Subscription Agreement. The total subscription monies to be paid by a subscriber will equal the subscription amount plus the Subscription Fee. The Subscription Fee is paid to the Fund for the account of the Manager and is non-refundable. If timely payment is not made, a subscription may lapse and be cancelled. In such circumstances, the Company has the right to bring an action against the defaulting subscriber to obtain compensation for any loss directly or indirectly resulting from the failure by the subscriber to make good settlement by the settlement date. The Subscription Fee received by the Fund will not be refunded to the subscriber and the Manager will have the right to retain the Subscription Fee and to dispose or use it at its own will. (g) Participating Shares will be issued in registered form. Certificates will generally not be issued nor will any other documentation be issued, other than confirmation notices. Unless the Fund directs otherwise, contract notes will include an investor identification number and details of the Participating Shares that have been allotted. Contract notes will be sent to investors only after approval of their Subscription Agreement. Fractions of Participating Shares purchased will be issued to three decimal places.