Common use of Subscription Clause in Contracts

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Units set forth on the signature page hereto at the Per Unit Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on September ____, 2019 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor such number of Units shares (the “Shares”) of the Company’s common stock, $0.001 par value per share, as set forth on the signature page hereto at the Per Unit Purchase Pricehereto, upon the terms and conditions set forth herein. The for an aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in equal to the manner provided in Section 2(aproduct of (x) belowthe aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share (the “Purchase Price”) as set forth on the signature page hereto. The minimum number of Units that Purchase Price is set forth on the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units signature page hereto. The Shares are being offered pursuant to the an offering statement on Form 1-A Regulation A A, File No. 024-11447 (the “Offering Circular dated July ____, 2019 and its exhibits as filed with and Statement”). The Offering Statement will have been qualified by the Securities and Exchange Commission (the “SECCommission”) on September ____, 2019 prior to issuance of any Shares and acceptance of Investor’s subscription. The offering circular (collectively, the “Offering Circular”) which forms a part of the Offering Statement, however, is subject to change. A final Offering Circular and/or supplement to Offering Circular will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Placement Agent”) as placement agent on a “best efforts, minimum/maximum” basis. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Placement Agent in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Investor is also urged to review Purchase Price for the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will Shares shall be filed by the Company paid simultaneously with the SEC pursuant to Rule 257(b)(1) of Regulation A execution and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered delivery to the Company in advance an instrument in form acceptable to of the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms signature page of this Subscription Agreement. No transfer Subscriber shall deliver a signed copy of this Agreement may be Subscription Agreement, along with payment for the aggregate Purchase Price of the Shares by a check for available funds made without payable to “S▇▇▇▇▇ Securities Clearing, LLC as Agent for the consent of Investors in the Clubhouse Media Group Offering”, by ACH electronic transfer or wire transfer to an account designated by the Company, which may or by any combination of such methods. Payment for the Shares shall be withheld received by S▇▇▇▇▇ Securities Clearing, LLC (the “Deposit Account Agent”) from the undersigned by transfer of immediately available funds, or other means approved by the Company at least two days prior to the closing date, in its sole the amount as set forth on the signature page hereto. Upon satisfaction or waiver of all the conditions to closing set forth in the Placement Agent Agreement and absolute discretionOffering Statement, at the Closing, (i) the Deposit Account Agent shall release such funds to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor with the delivery of the Shares to be made through the facilities of The Depository Trust Company’s DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions.” The Placement Agent and any participating broker dealers (the “Members”) shall confirm, via the selected dealer agreement or master selected dealer agreement that it will comply with Exchange Act Rule 15c2-4. As per Exchange Act Rule 15c2-4 and FINRA Notice to Members Rule 84-7 (the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors send their wires by the next business day, however, the Company cannot insure the investors will forward their respective monies as per the Rule. In regard to monies being sent from an investor’s account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that funds are sent in and the offering does not close for any reason prior to the offering termination date set forth in the final Offering Statement, all funds will be returned to investors promptly in accordance with the escrow agreement terms and applicable law.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and, subject to acceptance as provided below, the Company agrees to sell and issue to Investor, such number of Units shares (the “Shares”) of Common Stock, free of restrictive legend and stop transfer orders, as are set forth on the signature page hereto, for the aggregate purchase price set forth on the signature page hereto at the Per Unit Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500). (b) Investor understands that the Units are being offered The Shares have been registered pursuant to a Registration Statement on Form S-3, Registration No. 333-248709, which registration statement (the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified “Registration Statement”) was declared effective by the Securities and Exchange Commission on September 17, 2020, and is effective on the date hereof. A final prospectus supplement (the “SECProspectus Supplement”) on September ____, 2019 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to delivered as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same datelaw. (c) This The Company may accept this Subscription at any time for all or any portion of the Shares subscribed for by executing a copy hereof as provided and notifying the Investor within a reasonable time thereafter. The Company has the right to reject this subscription may be accepted or rejected for the Common Stock, in whole or in part, part for any reason or for no reason, and at any time prior to the Termination DateClosing (as defined below) thereon, notwithstanding prior receipt by the Company at its sole and absolute discretionInvestor of notice of acceptance of the Investor’s subscription. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of event the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, the Investor’s payment (or portion thereof if partially rejected) will be returned promptly to the Investor without interest or deduction and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall will have no force or effect, except . The Shares subscribed for Section 5 hereof, which shall remain in full force herein will not be deemed issued to or owned by the Investor until one copy of this Subscription has been executed by the Investor and effectcountersigned by the Company and the Closing with respect to the Investor’s subscription has occurred. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, Provided the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and Purchase Price has been delivered to the Company in advance an instrument in form acceptable and the Company has filed the Prospectus Supplement to the Company in its sole discretion, Registration Statement pursuant to which Rule 424(b) with respect to the proposed Transferee offer and sale of the Shares, the closing of Investor’s purchase of the Shares pursuant to this Subscription (the “Closing”) shall acknowledge and agree occur on or prior to be bound by the representations and warranties of Investor and second business day after the terms date of this Subscription Agreement. No transfer (the date of the Closing, the “Closing Date”); provided that the Closing Date shall occur on or prior to the third business day after the date of this Agreement may Subscription if this Subscription is executed after 4:30 p.m. Eastern time. Upon the Closing, the Company shall cause the Shares to be delivered to the Investor, which delivery shall be made without through the consent facilities of The Depository Trust Company’s DWAC system in accordance with the Company, which may be withheld instructions set forth on the Investor’s signature page attached hereto under the heading “DWAC Instructions” or otherwise provided in its sole and absolute discretionwriting by the Investor.

Subscription. (a) The Investor hereby irrevocably subscribes for 1.1. On the basis of the representations and agrees warranties and subject to purchase the number of Units set forth on the signature page hereto at the Per Unit Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for , the Units with respect to each Investor undersigned (the “Purchase PriceSubscriber”) is payable hereby irrevocably agrees to convert the entire amount of principal and accrued interest due held by Subscriber in the manner provided in Section 2(a) below. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price aggregate amount of $2,500. (b) Investor understands that the Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated July ____198,653.74, 2019 and its exhibits as filed with and qualified by the Securities and Exchange Commission more specifically described in Exhibit 1 hereto (the “SECDebt”) on September ____, 2019 into shares of Class B Convertible Preferred Stock of the Company (collectively, such subscription and agreement to convert being the “Offering CircularSubscription”), for an aggregate of 1,000,000 shares of Class B Convertible Preferred Stock of the Company (the “Shares”). The Investor is also urged to review features of the Company’s Form 1-K Annual Report Class B Convertible Preferred Stock are contained in the Certificate of Designation for its fiscal year ended December 31, 2019the creation of the Class B Convertible Stock, which will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A has been delivered to, and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reportsapproved by, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same dateSubscriber. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to 1.2. On the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion basis of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and subject to the terms and conditions set forth herein, the Company hereby irrevocably agrees to issue the Shares to the Subscriber in exchange for and upon the conversion of the Debt. The Subscriber hereby agrees that upon delivery of the Shares by the Company in accordance with the provisions of this Subscription Agreement, all amounts outstanding under the Debt, including unpaid principal and any accrued interest will be fully satisfied and extinguished, and the Subscriber will remise, release and forever discharge the Company and its respective directors, officers, employees, successors, solicitors, agents and assigns from any and all obligations relating to the Debt and any prior or related obligation or agreement. No transfer Subscriber agrees to indemnify and hold harmless the Company for any loss, liability, claim, damage, or expense arising from or in connection with any claim relating to or arising out of this Agreement may be made without the consent any portion of the CompanyDebt. 1.3. Unless otherwise provided, which may be withheld all dollar amounts referred to in its sole and absolute discretionthis Subscription Agreement are in lawful money of the United States of America.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell to Investor such number of Units the Company’s ordinary shares, $0.001 par value per share (the “Shares”), as set forth on the signature page hereto at the Per Unit Purchase Pricehereto, upon the terms and conditions set forth herein. The for an aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in equal to the manner provided in Section 2(aproduct of (x) belowthe aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units Shares are being offered registered for sale pursuant to a Registration Statement on Form F-1 (including any post-effective amendments), Registration No. 333-228750 (the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified “Registration Statement”). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the “SECCommission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on September ____a “best efforts” up to $20,000,000. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, 2019 as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that they will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Offering CircularRule”). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which all checks that are accompanied by a subscription agreement will be filed promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the Company with business day immediately following the SEC pursuant receipt of a completed subscription document. In regards to Rule 257(b)(1) monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of Regulation A a completed subscription document and any Form 1-U Current Reports pursuant to Regulation A filed completed wire instructions by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred investor to as the “SEC Reports”). By subscribing send funds to the Offeringescrow account. Absent unusual circumstances, the Investor acknowledges that Investor has received and reviewed a copy funds in customer accounts will be transmitted by noon of the SEC Reports and next business day. In the event that the offering does not close for any other information required by Investor to make an investment decision with respect reason prior to the Units. The Company termination date set forth in the Registration Statement, all funds deposited in the escrow account will accept tenders of funds be returned to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to investors promptly in accordance with the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same dateescrow agreement and applicable law. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor (i) such number of Units shares (the “Shares”) of its ordinary shares, no par value (the “Ordinary Shares”), and (ii) a warrant, in substantially the form delivered to the Investor herewith, to purchase such number of Ordinary Shares of the Company (the “Warrant”) set forth on the signature page hereto, for an aggregate purchase price set forth on the signature page hereto at the Per Unit Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below). The minimum number Ordinary Shares issuable upon exercise of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500Warrant are referred to herein as the "Warrant Shares". (b) Investor understands that The Shares, Warrant and Warrant Shares have been registered on a Registration Statement on Form F-3, Registration No. 333-166203 (the Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated July ____“Registration Statement”), 2019 and its exhibits as filed with and qualified which Registration Statement has been declared effective by the Securities and Exchange Commission (the “SECCommission”) ), has remained effective since such date and is effective on September ____, 2019 (collectivelythe date hereof. Accordingly, the “Offering Circular”)Shares and Warrant are not considered "restricted securities" as defined in SEC Rule 144. The However, since the Investor is also urged to review an "affiliate" of the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which the Company shall issue to the Investor a certificate representing the Shares bearing an "affiliate legend" and the Investor's resales of the Shares and Warrant Shares will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing subject to the Offering, the Investor acknowledges that Investor has received and reviewed a copy volume limitations under SEC Rule 144 for so long as it remains an affiliate of the SEC Reports and any other information required by Investor to make an investment decision with respect to the UnitsCompany. The Company will accept tenders of funds to purchase shall file the Units. The Company will close on investments on a “rolling basis,” pursuant final prospectus supplement and Form 6-K related to the terms of offering and issue a press release announcing the Offering Circular. As a result, not all Investors will receive their Units offering and the transactions contemplated hereby prior to 9:30 a.m. Eastern Time on the same datedate hereof. (c) This subscription may be accepted or rejected On December 3, 2010 (the “Closing Date”), in whole or in partaccordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, for any reason or for no reasonas amended, at any time prior and subject to the Termination Datesatisfaction or waiver of all of the closing conditions set forth in the Underwriting Agreement (the “Underwriting Agreement”), dated November 30, 2010, by and among the Company and the representative of the underwriters named therein, the offering contemplated by the Underwriting Agreement will be consummated. The closing of the purchase and sale of the Shares and Warrant pursuant to this Agreement will be subject to the closing of the offering contemplated by the Underwriting Agreement. The Company’s obligation to issue the Shares and Warrant to the Investor will be subject to (i) the receipt by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number aggregate purchase price for the Shares and Warrant being purchased hereunder as set forth on the signature page, (ii) the accuracy of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties made by the Investor in this Agreement, and (iii) the Registration Statement remaining in effect and no stop order proceedings with respect thereto being pending or threatened. Since the Investor beneficially owns more than 5% of the outstanding Ordinary Shares, the closing of the issuance and sale of Shares and Warrants to the Investor and the terms of this Subscription Agreement. No transfer of this Agreement may shall be made without the consent subject to approval of the Company's shareholders pursuant to Israeli law and shall occur, which may if such approval shall be withheld obtained, on the business day immediately following the date of such approval at a meeting of shareholder to be convened promptly by the Company. The investor hereby undertakes to vote his Ordinary Shares at said shareholder meeting in its sole and absolute discretionfavor of the relevant proposal.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor such number of Units shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Shares”), as set forth on the signature page hereto at the Per Unit Purchase Pricehereto, upon the terms and conditions set forth herein. The for an aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in equal to the manner provided in Section 2(aproduct of (x) belowthe aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share (the “Purchase Price”) as set forth on the signature page hereto. The minimum number of Units that Purchase Price is set forth on the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units signature page hereto. The Shares are being offered registered for sale pursuant to a Registration Statement on Form S-1, Registration No. 333-202803 (the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified “Registration Statement”). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the “SECCommission”) on September ____prior to issuance of any Shares and acceptance of Investors subscription. The prospectus, 2019 however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Common Shares are being offered by Bonwick Capital Partners LLC and Network 1 Financial Securities, Inc. (collectively, the “Offering CircularUnderwriters”) as underwriters on a “best efforts, minimum/maximum” basis. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriters in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Upon satisfaction or waiver of all the conditions to closing set forth in the Underwriting Agreement and Registration Statement, at the Closing, (i) the Investor is also urged shall pay the Purchase Price by check or by wire transfer of immediately available funds to review the Company’s Form 1escrow account per wire instructions as provided on the signature line below, and (ii) the Company shall cause the Shares to be delivered to the Investor with the delivery of the Shares to be made through the facilities of The Depository Trust Company’s DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions” (or, if requested by the Investor on the signature page hereto, through the physical delivery of certificates evidencing the Shares to the residential or business address indicated thereon). The Underwriters and any participating broker dealers (the “Members”) shall confirm, via the selected dealer agreement or master selected dealer agreement that it will comply with rule 15c2-K Annual Report for its fiscal year ended December 314. As per rule 15c2-4 and notice to members 84-7 (the “Rule”), 2019, which all checks that are accompanied by a subscription agreement will be filed promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regards to monies being wired from an investor’s bank account, the Members shall request the investors send their wires by the Company with next business day, however, we cannot insure the SEC pursuant investors will forward their respective monies as per the Rule. In regards to Rule 257(b)(1) monies being sent from an investor’s account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of Regulation A a completed subscription document and any Form 1-U Current Reports pursuant to Regulation A filed completed wire instructions by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred investor to as the “SEC Reports”). By subscribing send funds to the Offeringescrow account. Absent unusual circumstances, the Investor acknowledges that Investor has received and reviewed a copy funds in customer accounts will be transmitted by noon of the SEC Reports next business day. In the event that funds are sent in and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will offering does not close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination DateDate set forth in the final Registration Statement, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) all funds will be returned to Investor without interest investors promptly in accordance with the escrow agreement terms and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectapplicable law. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor such number of Units units (the “Units”), each Unit consisting of one common share of the Company (the “Shares”), and one warrant to purchase one common share of the Company (the “Warrant”), as set forth on the signature page hereto at the Per Unit Purchase Pricehereto, upon the terms and conditions set forth herein. The for an aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in equal to the manner provided in Section 2(aproduct of (x) below. The minimum the aggregate number of Units that the Investor may has agreed to purchase is two thousand and (2,000)Units for a subscription price of $2,500. (by) Investor understands that the Purchase Price per Unit, each as set forth on the signature page hereto. The Units are being offered pursuant to a registration statement on Form S-1, File No. 333-220844 (as amended, the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified “Registration Statement”). The Registration Statement was declared effective by the Securities and Exchange Commission (the “SECCommission”) on September ____, 2019 prior to issuance of any Units and acceptance of Investor’s Subscription. The prospectus (collectively, the “Offering CircularProspectus”), which forms a part of the Registration Statement, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Units are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts, minimum/maximum” basis pursuant to an underwriting agreement (the “Underwriting Agreement”). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy completion of the SEC Reports purchase and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereofthe “Closing”) shall take place at a place and time (the “Closing Date”) to an be specified by the Company and Underwriters in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the Underwriting Agreement and the Registration Statement declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor is not consummated for any reason, this Subscription Agreement shall have no force subsequent to the declaration of effectiveness of the Registration Statement by check or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms wire transfer of this Subscription Agreement immediately available funds to the Company’s escrow account shall be binding upon Investor released to the Company, and its permitted transferees, heirs, successors (ii) the Company shall cause the Shares and assigns (collectively, the “Transferees”); provided, however, that for any such transfer Warrants to be deemed effective, the Transferee shall have executed and delivered to the Investor (A) through the facilities of The Depository Trust Company’s DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company in advance an instrument in form acceptable is unable to make the delivery through the facilities of The Depository Trust Company’s DWAC system, through the DRS or book-entry delivery of Shares and the Warrants on the books and records of the transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Company in its sole discretionInvestor at the address indicated on the Signature Page hereof. The Underwriter and any participating broker dealers (the “Members”) shall confirm, pursuant via the Underwriting Agreement, selected dealer agreement or master selected dealer agreement, as applicable, that it will comply with Exchange Act Rule 15c2-4. As per Exchange Act Rule 15c2-4 and FINRA Notice to which Members Rule 84-7 (the proposed Transferee “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. With regards to monies being wired from an investor’s bank account, the Members shall acknowledge and agree to be bound request the investors send their wires by the representations business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investor’s account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and warranties completed instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of Investor and the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole escrow agreement and absolute discretionapplicable law.

Subscription. (a) The Investor undersigned subscriber (the “Subscriber”), intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase from Gyrotron Technology, Inc., a Delaware corporation (the number “Company”) _______ units (the “Units”) each consisting of Units (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no earlier than 12/31/14 and no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereto at hereof. The form of Certificate of Designation (“COD”) for the Per Unit Purchase PriceSeries B1 Preferred Stock, upon and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions set forth herein. The aggregate purchase price for described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Units with respect Company that have been furnished to each Investor the Subscriber concerning the Offering (the “Purchase PriceOther Offer Documents”) is payable in the manner provided in Section 2(a) below). The minimum Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Investor Company may purchase offer and/or sell is two thousand at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (2,000)Units i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription price payment. For the avoidance of $2,500doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws. (b) Investor understands that The Subscriber is delivering (i) two executed copies of the Units are being offered pursuant signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of: (x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇; or (y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified Company: Bank: ▇▇▇▇▇ Fargo Bank. Account Name: Swift ▇▇▇▇▇▇▇▇ Gyrotron Technology Inc. ABA No.: ▇▇▇▇▇▇▇▇▇ Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Securities and Exchange Commission (the “SEC”) on September ____Company, 2019 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason or for no reason, at any time prior to the Termination Date, determined by the Company at in its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, Company may allocate determine to Investor accept a subscription for only a portion of the number Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Units Shares and the Warrants that Investor the Company has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejectedagreed to sell to the Subscriber, Investor’s payment (or portion thereof if partially rejected) and the balance of the purchase price will be returned repaid to Investor the Subscriber without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectinterest. (dc) The terms of Subscriber may not withdraw this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for subscription or any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, amount paid pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretionthereto.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and, subject to acceptance as provided below, the Company agrees to sell and issue to Investor, such number of Units shares (the “Shares”) of Common Stock, free of restrictive legend and stop transfer orders, as are set forth on the signature page hereto, for the aggregate purchase price set forth on the signature page hereto at the Per Unit Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500). (b) Investor understands that the Units are being offered The Shares have been registered pursuant to a Registration Statement on Form S-3, Registration No. 333-220549, which registration statement (the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified “Registration Statement”) was declared effective by the Securities and Exchange Commission on October 6, 2017, and is effective on the date hereof. A final prospectus supplement (the “SECProspectus Supplement”) on September ____, 2019 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to delivered as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same datelaw. (c) This The Company may accept this Subscription at any time for all or any portion of the Shares subscribed for by executing a copy hereof as provided and notifying the Investor within a reasonable time thereafter. The Company has the right to reject this subscription may be accepted or rejected for the Common Stock, in whole or in part, part for any reason or for no reason, and at any time prior to the Termination DateClosing (as defined below) thereon, notwithstanding prior receipt by the Company at its sole and absolute discretionInvestor of notice of acceptance of the Investor’s subscription. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of event the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, the Investor’s payment (or portion thereof if partially rejected) will be returned promptly to the Investor without interest or deduction and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall will have no force or effect, except . The Shares subscribed for Section 5 hereof, which shall remain in full force herein will not be deemed issued to or owned by the Investor until one copy of this Subscription has been executed by the Investor and effectcountersigned by the Company and the Closing with respect to the Investor’s subscription has occurred. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, Provided the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and Purchase Price has been delivered to the Company in advance an instrument in form acceptable and the Company has filed the Prospectus Supplement to the Company in its sole discretion, Registration Statement pursuant to which Rule 424(b) with respect to the proposed Transferee offer and sale of the Shares, the closing of Investor’s purchase of the Shares pursuant to this Subscription (the “Closing”) shall acknowledge and agree occur on or prior to April 16, 2019 (the date of the Closing, the “Closing Date”). Upon the Closing, the Company shall cause the Shares to be bound delivered to the Investor, which delivery shall be made through the facilities of The Depository Trust Company’s DWAC system in accordance with the instructions set forth on the Investor’s signature page attached hereto under the heading “DWAC Instructions” or otherwise provided in writing by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretionInvestor.

Subscription. The undersigned (athe “Purchaser”) The Investor hereby irrevocably subscribes for and agrees to will purchase from Orbital Tracking Corp. (the “Company”) the number of Units shares of Series H Preferred Stock of the Company (the “Shares”) as set forth on the signature page hereto to this Subscription Agreement, at the Per Unit Purchase Price, upon the terms and conditions set forth herein. The aggregate a purchase price for the Units with respect to each Investor of $4.00 per share (the “Purchase Price”) is payable in the manner provided in Section 2(a) below). The minimum number shares of Units that Common Stock underlying the Investor Preferred Stock may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units are being offered pursuant hereinafter be referred to the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on September ____, 2019 (collectively, the “Offering CircularConversion Shares”). The Investor is also urged to review Preferred Stock shall have the Company’s Form 1-K Annual Report for its fiscal year ended December 31rights and preferences as set forth in the Certificate of Designation of Preferences, 2019, which will be filed by Rights and Limitations (the Company with “COD”) attached as Exhibit A hereto. The Subscription Agreement and the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular COD are hereinafter collectively referred to as the “SEC ReportsTransaction Documents. The Shares are being offered (the “Offering”)) by the Company pursuant to this Subscription Agreement. By subscribing to the OfferingThe Shares are being offered on a “reasonable efforts all or none”, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision basis with respect to the Unitsminimum of $300,000 (the “Minimum Offering Amount”). The Company will accept tenders of funds to purchase the Units. The Company will close on investments Shares are being offered on a “rolling basis,reasonable efforts” pursuant basis with respect to up to $800,000 of Shares (the terms “Maximum Offering Amount”). Any purchase of Shares by the Company’s officers, directors, or employees shall be included, and counted towards, the Minimum and Maximum Offering CircularAmounts. As a resultThe Initial Closing (as defined herein) of this Offering shall be subject to subscriptions being received from qualified investors and accepted by the Company for the Minimum Offering Amount. Upon acceptance by the Company after the date hereof of such subscriptions, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, Company shall have the right at any time thereafter, prior to the Termination Date (as defined below), to effect an initial closing with respect to this Offering (the “Initial Closing”). Thereafter, the Company shall continue to accept, and continue to have closings (together with the Initial Closing, each a “Closing”) for, additional subscriptions for Securities from investors from time to time up to Maximum Offering Amount. The Shares will be offered for a period (the “Initial Offering Period”) commencing on the date of this Subscription Agreement and continue until the earliest of (i) October 18, 2016 (the “Maximum Offering Deadline”), (ii) the date upon which subscriptions for the Maximum Offering offered hereunder have been accepted, or (iii) the date upon which the Company elects to terminate the Offering (the “Termination Date”), subject to the right of the Company to extend the Offering until as late as November 18, 2016 (the “Final Termination Date”), without further notice to or consent by investors, if the Maximum Offering Amount has not been subscribed by the Company at its sole and absolute discretionOffering Deadline. In additionThis additional period, together with the Initial Offering Period, shall be referred to herein as the “Offering Period.” The minimum investment amount that may be purchased by an investor is $25,000 (the “Investor Minimum Investment”); provided however, the Company, at in its sole and absolute discretion, may allocate to accept an investor subscription for an amount less than the Investor only a portion of the number of the Units that Investor has subscribed for hereunderMinimum Investment. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) for the Shares will be returned to Investor without interest made in accordance with and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered subject to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge terms and agree to be bound by the representations and warranties of Investor and the terms conditions of this Subscription Agreement. No transfer of this Agreement may be made without In the consent event that (i) subscriptions for the Offering are rejected in whole (at the sole discretion of the Company), which may (ii) no Shares are subscribed for prior to October 18, 2016 or, if extended, prior to November 18, 2016, or (iii) the Offering is otherwise terminated by the Company prior to the expiration of the Initial Offering Period or, if extended, prior to the Final Termination Date, then the Company will refund all subscription funds held by it to the persons who submitted such funds, without interest, penalty or deduction. If a subscription is rejected in part (at the sole discretion of the Company) and the Company accepts the portion not so rejected, the funds for the rejected portion of such subscription will be withheld in its sole and absolute discretionreturned without interest, penalty, expense or deduction.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor such number of Units (i) shares (the "Shares") of the Company's common stock, $0.00001 par value per share (the "Common Stock"), as set forth on the signature page hereto at the Per Unit Purchase Pricehereto, upon the terms and conditions set forth herein. The for an aggregate purchase price for the Units with respect to each Investor (the “"Purchase Price”") is payable in equal to the manner provided in Section 2(aproduct of (x) belowthe aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per Share as set forth on the signature page hereto. The minimum number of Units that Purchase Price is set forth on the Investor may purchase is two thousand signature page hereto. The Shares have been registered on a Registration Statement on Form S- 1, Registration No. 333-173705 (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified "Registration Statement"). The Registration Statement has been declared effective by the Securities and Exchange Commission (the “SEC”"Commission") and is effective on September ____, 2019 (collectively, the “Offering Circular”)date hereof. A final prospectus supplement will be delivered to the Investor as required by law. The Investor is also urged completion of the purchase and sale of the Shares (the "Closing") shall take place on the earliest to review occur of (i) the Company’s Form 1-K Annual Report for its fiscal year ended December 31date all the Shares are fully subscribed for, 2019(ii) 30 days after the Effective Date, which will be filed unless extended to a later date with the mutual consent of the Company and Aegis, or (iii) such date mutually agreed by the Company with and Aegis (the SEC pursuant "Closing Date"). Upon satisfaction or waiver of all the conditions to Rule 257(b)(1closing set forth in the Agreement, at the Closing, (i) the Investor shall pay the Purchase Price by wire transfer of Regulation A and any Form 1-U Current Reports pursuant immediately available funds to Regulation A filed the escrow account designated by the Company with the SEC on Annex A attached hereto, and (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (cii) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, shall cause the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer Shares to be deemed effective, the Transferee shall have executed and delivered to the Company Investor with the delivery of the Shares to be made through the facilities of The Depository Trust Company's DWAC system in advance an instrument in form acceptable accordance with the instructions set forth on the signature page attached hereto under the heading "DWAC Instructions" (or, if requested by the Investor on the signature page hereto, through the physical delivery of certificates evidencing the Shares to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretionresidential or business address indicated thereon).

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor such number of Units shares (the “Shares”) of the Company’s Ordinary Shares, par value $0.01 per share, as set forth on the signature page hereto at the Per Unit Purchase Pricehereto, upon the terms and conditions set forth herein. The for an aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in equal to the manner provided in Section 2(aproduct of (x) belowthe aggregate number of Shares the Investor has agreed to purchase and (y) the Purchase Price per Share as set forth on the signature page hereto. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units Shares are being offered pursuant to a registration statement on Form F-1, File No. 333-226990 (the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified “Registration Statement”). The Registration Statement was declared effective by the Securities and Exchange Commission (the “SECCommission”) on September ____, 2019 prior to issuance of any Shares and acceptance of Investor’s subscription. The prospectus (collectively, the “Offering CircularProspectus”) which forms a part of the Registration Statement, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts, minimum/maximum” basis pursuant to an underwriting agreement (the “Underwriting Agreement”). The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriters in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the Underwriting Agreement and the Registration Statement declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor is also urged subsequent to review the declaration of effectiveness of the Registration Statement by wire transfer or ACH transfer of immediately available funds to the Company’s Form 1escrow accounts shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DWAC system, through the DRS or book-K Annual Report for its fiscal year ended December 31entry delivery of Shares on the books and records of the transfer agent. If delivery is made by book entry on the books and records of the transfer agent, 2019the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. The Underwriter and any participating broker dealers (the “Members”) shall confirm, which via the Underwriting Agreement, selected dealer agreement or master selected dealer agreement, as applicable, that it will comply with Exchange Act Rule 15c2-4. Payments may only be made by wire transfer or electronic deposit, and no payments may be made by check. With regards to monies being wired or sent via ACH transfer from an investor’s bank account, the Members shall request the investors send their wires or ACH transfers by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investor’s account held at the participating broker, the funds will be filed “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed instructions by the Company with the SEC pursuant investor to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing send funds to the Offeringescrow accounts. Absent unusual circumstances, the Investor acknowledges that Investor has received and reviewed a copy funds in customer accounts will be transmitted by noon of the SEC Reports and next business day. In the event that the offering does not close for any other information required by Investor to make an investment decision with respect reason prior to the Units. The Company termination date set forth in the Registration Statement, all funds deposited in the escrow accounts will accept tenders of funds be returned to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to investors promptly in accordance with the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same dateescrow agreements and applicable law. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. Upon the terms and subject to the provisions of this letter agreement (this “Investment Agreement”) and subject in all respects to the satisfaction or waiver of the conditions precedent set forth in the Merger Agreement and the consummation of the Merger in accordance with its terms (provided the Merger Consideration remains $20.00 per share of Company Stock), automatically upon such consummation, without any further act whatsoever required by any party hereto or otherwise: (a) The each Rollover Investor hereby irrevocably subscribes for and agrees shall be deemed to purchase have invested cash in Parent Holdco in the number of Units amount set forth opposite the name of such Rollover Investor under the heading “Investment Amount” on the signature page Annex A hereto at the Per Unit Purchase Price(each, upon the terms and conditions set forth herein. The aggregate purchase price for the Units with respect to each Investor (the an “Purchase PriceInvestment”) is payable by virtue of the Merger (in the manner provided in contemplated by Section 2(a1(c) below. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500.hereof); (b) in exchange for the Investment, Parent Holdco (or Parent if the Parent Allocation Election is made) shall issue to each Rollover Investor, at the Effective Time, a capital interest in Parent Holdco (or Parent if the Parent Allocation Election is made) in the same form and at the same price per unit of equity interest paid by the GS Investor understands that for its own capital interest in Parent Holdco (or indirectly for its capital interest in Parent if the Units are being offered Parent Allocation Election is made) (such equity interest issued to the Rollover Investors, together with any shares of Parent Common Stock (as defined below) issued by Parent in lieu of Parent Holdco equity interests pursuant to the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on September ____, 2019 (collectivelySection 2 of this Investment Agreement, the “Offering CircularRollover Equity Interest”). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date.; and (c) This subscription may the obligation of each Rollover Investor to make its Investment shall automatically be accepted or rejected in whole or in part, for any reason or for no reasonsatisfied, at any time prior to and effective as of the Termination DateEffective Time, by subtracting the Company at its sole amount set forth opposite the name of such Rollover Investor under the heading “Investment Amount” on Annex A hereto from the aggregate amounts that otherwise would be payable to such Rollover Investor pursuant to Section 2.02 and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion Section 2.05 of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejectedMerger Agreement, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest all as further set forth in, and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entiretyrequired by, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectsuch Sections. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. Conditions 2.1 Subject to clause 3, Completion shall be conditional in all respects on: 2.1.1 the passing of the Resolutions; 2.1.2 the obtaining by the Company of the Mandatory Offer Waiver; and 2.1.3 the admission of the New Shares to trading on AIM becoming effective in accordance with the latest edition of the AIM Rules (a) “Admission”). 2.2 The Investor hereby irrevocably subscribes for and Company agrees to purchase notify the number Investors in writing within one Business Day of Units set forth on the signature page hereto at last of the Per Unit Purchase Price, upon the terms Conditions in clauses 2.1.1 and conditions set forth herein. The aggregate purchase price for the Units with respect to each Investor 2.1.2 (but not clause 2.1.3 (the “Purchase PriceAdmission Condition”)) being satisfied and the Company shall provide such evidence as the Investors may reasonably request as to the satisfaction of these Conditions. 2.3 From the date of this Agreement until Completion (or termination of this Agreement), the Company undertakes to the Investors that it shall take no action that is payable inconsistent with the provisions of this Agreement or the consummation of the Subscription as contemplated by this Agreement. 2.4 If the Conditions have not been satisfied in full on or before April 1, 2013, this Agreement (other than this clause 2.4 and clauses 4, 7, 8, 9 and 10) shall have no further effect and in such event no party to this Agreement shall have any claim against the manner other parties to this Agreement for costs, damages, compensation or otherwise, provided in Section 2(a) below. The minimum number that such termination shall be without prejudice to any accrued rights or obligations of Units that any party under this Agreement or the Investor may purchase is two thousand (2,000)Units ability of the Investors to bring a claim against the Company for a subscription price breach of $2,500the Warranties. 2.5 The Company agrees that, promptly (bbut in no event more than five days) Investor understands that following the Units are being offered pursuant date of this Agreement, it will send to each Shareholder entitled thereto a circular incorporating a notice convening a special meeting of the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified by Shareholders of the Securities and Exchange Commission Company (the “SECCircular”) on September ____containing the Resolutions, 2019 (collectivelyincluding the request for the Mandatory Offer Waiver, in accordance with the requirements of the Bylaws and the Certificate of Incorporation. 2.6 Upon signing of this Agreement, the “Offering Circular”). The Investor is also urged Company shall deliver to review each of the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by Investors duly passed resolutions of the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing Board in terms reasonably satisfactory to the OfferingInvestors approving the entry into this Agreement and granting all necessary authorities to implement its terms including, subject to the satisfaction of the Conditions and receipt of the subscription monies from the Investors, the Investor acknowledges that Investor has received and reviewed a copy issue of the SEC Reports and any other information required by Investor to make an investment decision with respect New Shares to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and accordance with the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (aA) The Subject to the terms and conditions hereinafter set forth in this Subscription Agreement, the Investor hereby irrevocably subscribes for and agrees offers to purchase the number of Units shares of Preferred Stock as set forth on in the signature page hereto at the Per Unit Purchase Price, upon the terms and conditions set forth hereinInvestor Signature Page attached hereto. The aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units are being offered pursuant Company has the right to the Form 1-A Regulation A Offering Circular dated July ____accept or reject this Offer, 2019 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on September ____, 2019 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reasonwhatsoever. Acceptance of this Offer, at any time prior subject to the Termination Datecondition set forth in Section 3, shall be deemed given by the countersigning of this Subscription Agreement on behalf of the Company. (B) If the Company at its sole and absolute discretion. In additionaccepts the Offer, the Company, at its sole and absolute discretion, may allocate to Investor only a portion closing of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units Preferred Stock (or any portion thereofthe "Closing") will be held contemporaneously with the closing of the merger contemplated by the Merger Agreement and the shares of capital stock to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectbe issued pursuant thereto. (dC) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectivelyIf the Company accepts the Offer, the “Transferees”); providedInvestor will pay for the Preferred Stock subscribed for hereunder by wire transfer, however, that for any such transfer to be deemed effectivedeposited in a special non-interest bearing escrow account established by the Placement Agent and the Company (the "Escrow Account") with Wachovia Bank, N.A. (the "Escrow Agent"), within 24 hours of written notice from the Company to the Investor stating that the conditions to Closing set forth in Section 3 have been satisfied and the Company is prepared to proceed to Closing. Contemporaneously with Investor's delivery of the payment for the Preferred Stock subscribed to hereunder to the Escrow Account, the Transferee shall have executed and delivered Company will deliver to the Escrow Agent certificate(s) representing the Preferred Stock subscribed for by the Investor. At Closing, the funds deposited into the Escrow Account will be released to the Company in advance an instrument in form acceptable and the certificate(s) representing the Preferred Stock subscribed for by the Investor will be released to the Company in its sole discretion, pursuant Investor. (D) The Investor agrees to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and comply with the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell to Investor such number of Units shares (the “Shares”) of the Company’s Common Stock, $0.0001 par value per share (the “Common Stock”), as set forth on the signature page hereto at the Per Unit Purchase Pricehereto, upon the terms and conditions set forth herein. The for an aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in equal to the manner provided in Section 2(aproduct of (x) belowthe aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units Shares are being offered registered for sale pursuant to a Registration Statement on Form S-1, Registration No. 333- 224343 (the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified “Registration Statement”). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the “SECCommission”) on September ____prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, 2019 however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (collectively, the “Offering CircularUnderwriter”) as Underwriter on a “best efforts” basis up to $5,000,000. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Investor Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds per wire instructions as provided on the signature line below, and (ii) the Company with shall cause the SEC pursuant Shares to Rule 257(b)(1) be delivered to the Investor through the book-entry delivery of Regulation A Shares on the books and records of the transfer agent. The Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any Form 1-U Current Reports pursuant excess funds representing fractional Shares shall be returned to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”)Investor. By subscribing to payment of the OfferingShares, the Investor acknowledges that Investor has received and reviewed a copy receipt of the SEC Reports Registration Statement and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to amendment, the terms of which govern the Offering Circularinvestment in the Shares. As Each of the Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that it will comply with Rule 15c2-4 under the Exchange Act. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a resultcompleted subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the Company. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, close for any reason or for no reason, at any time prior to the Termination Datetermination date set forth in the Registration Statement, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) all funds will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription investors promptly in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectaccordance with applicable law. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) 1.1 The Investor undersigned hereby irrevocably subscribes for and agrees to purchase (i) the number of Units shares (the "SHARES") of American depositary shares (the "ADSs"), each ADS representing one ordinary share, 20 ▇▇▇▇▇ per share nominal value, of Insignia Solutions plc (each an "ORDINARY SHARE"), a public limited company organized and existing under the laws of England and Wales (the "COMPANY"), indicated on the signature page attached hereto at a price of $5.00 per Share (the "ISSUE PRICE") and (ii) warrants (the "WARRANTS") in the form of EXHIBIT A attached hereto to subscribe for an additional number of ADSs set forth on the signature page pages attached hereto at the Per Unit Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable such additional ADSs in the manner provided in Section 2(a) below. The minimum number aggregate issuable from time to time upon exercise of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that Warrants, collectively the Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on September ____, 2019 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports"WARRANT SHARES" and, together with the Offering Circular are hereinafter collectively referred to as Shares and the “SEC Reports”Warrants, the "SECURITIES"). By subscribing At or prior to the OfferingClosing Date (as defined below), the Investor acknowledges that Investor has received and reviewed a copy undersigned will make payment by wire transfer of funds in accordance with instructions from the Company in the full amount of the SEC Reports and purchase price of the Shares for which the undersigned is subscribing (the "PAYMENT"). 1.2 The undersigned understands that it will not earn interest on any other information required funds held by Investor to make an investment decision with respect the Company prior to the Units. The Company will accept tenders date of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms closing of the Offering Circular(as hereinafter defined). As a result▇▇▇▇▇▇▇▇▇ & Company, not all Investors Inc. (the "PLACEMENT AGENT") and the Company will receive their Units hold the closing of the Offering (the "CLOSING") on February 12, 2001 or such other date as the same date. Company and the Placement Agent shall agree (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, "CLOSING DATE"). Simultaneously with receipt by the Company of the requisite payment for all Securities to be purchased by the subscribers whose subscriptions are accepted (each, a "SUBSCRIBER") at the Closing and subject to the satisfaction of certain conditions, the Securities so purchased will be issued in the name of each such Subscriber or its sole custodian, if any, as requested by such Subscriber. 1.3 The undersigned hereby agrees to be bound hereby upon (i) execution and absolute discretion. In addition, delivery to the Company, at its sole and absolute discretion, may allocate to Investor only a portion in care of the number Placement Agent, of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned signature page to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (dii) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, acceptance on the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to Closing Date by the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretionundersigned's subscription (the "SUBSCRIPTION").

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and, subject to acceptance as provided below, the Company agrees to sell and issue to Investor, such number of Units shares (the “Shares”) of Common Stock as are set forth on the signature page hereto, for the aggregate purchase price set forth on the signature page hereto at the Per Unit Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500). (b) Investor understands that the Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed The Company will use commercially reasonable efforts to: (a) file with and qualified by the Securities and Exchange Commission (the “SECCommission”) on September ____or before the 90th day after the Closing Date (as defined below), 2019 a registration statement covering the resale of all of the Shares issued to the Investor for an offering to be made on a continuous basis pursuant to Rule 415 promulgated by the Commission under the Securities Act of 1933, as amended (collectively, the “Offering CircularSecurities Act”); (b) timely respond to the comments of the Commission to such registration statement; and (c) have such registration statement declared effective by the Commission as soon as practicable thereafter. The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which registration statement will be filed on Form S-1 or S-3. Investor shall timely provide the Company with any information regarding Investor and its affiliates that is required for the registration statement or as otherwise reasonably requested by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”meet its obligations under this Section 1(b). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription The Company may be accepted accept this Subscription at any time for all or rejected any portion of the Shares subscribed for by executing a copy hereof as provided and notifying the Investor within a reasonable time thereafter. The Company has the right to reject this Subscription for the Common Stock, in whole or in part, for any reason or for no reason, and at any time prior to the Termination Closing Date, notwithstanding prior receipt by the Company at its sole and absolute discretionInvestor of notice of acceptance of the Investor’s subscription. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of event the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, the Investor’s payment (or portion thereof if partially rejected) will be returned from escrow promptly to the Investor without interest or deduction and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall will have no force or effect, except . The Shares subscribed for Section 5 hereof, which shall remain in full force herein will not be deemed issued to or owned by the Investor until one copy of this Subscription has been executed by the Investor and effectcountersigned by the Company and the Closing with respect to the Investor’s subscription has occurred. (d) The terms Provided that the full Purchase Price and a completed and manually executed copy of this Subscription Agreement have been tendered and not returned in accordance with Section 2, the closing of Investor’s purchase of the Shares shall occur on or prior to ______, 2020, which date may be binding upon extended by up to five business days by the Company without notice to the Investor and its permitted transferees(such date, heirs, successors and assigns (collectivelyas may be extended, the “TransfereesClosing Date”); provided. Promptly thereafter, however, that for any such transfer the Company shall cause the Shares to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretionInvestor, pursuant to which the proposed Transferee delivery shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without by delivery of physical certificates to Investor, or if so designated, through the consent facilities of The Depository Trust Company’s DWAC system in accordance with the Company, which may be withheld in its sole and absolute discretioninstructions set forth on the Investor’s signature page attached hereto under the heading “DWAC Instructions.”

Subscription. (a1) The Investor Subject to the conditions to closing set forth herein, each Purchaser hereby irrevocably subscribes for and agrees to purchase Securities for the number of Units aggregate purchase price set forth on the signature page of such Purchaser hereto (the “Subscription Amount”). The Securities to be issued to a Purchaser hereunder shall consist of (i) Shares in an amount equal to the quotient of (x) the Subscription Amount, divided by (y) the Offering Price, rounded down to the nearest whole number, and (ii) a Warrant to purchase such number of shares of Common Stock to be determined based on a ratio of one (1) share of Common Stock for every two and one half (2.5) (the “Warrant Fraction”) Shares purchased hereunder, rounded down to the nearest whole number. The Company shall allocate the Subscription Amount between the Shares and the Warrants prior to the Closing (as defined below) and provide notice to the Purchasers of such allocation. (2) For purposes of this Agreement, the “Offering Price” shall be $1.47, which shall be the sum of (i) the price per Share to be paid by the Purchasers, which shall equal or exceed the last closing bid price of the Common Stock prior to the entering into of this Agreement, plus (ii) the price for the portion of the Warrant relating to such Share to be paid by the Purchasers, which shall be $0.125 multiplied by the Warrant Fraction. The aggregate Offering Price to be paid by a Purchaser shall be rounded up to the nearest whole cent. (3) As soon as possible, but no later than three (3) business days after the date of this Agreement, the Company shall hold the closing of the Offering (the “Closing” and the date of the Closing, the “Closing Date”). Prior to the Closing, each Purchaser shall deliver the applicable Subscription Amount, by wire transfer to such escrow account in accordance with the wire transfer instructions set forth on Schedule A, and such amount shall be held in the manner described in Paragraph (4) below. There is no minimum subscription amount required for the Closing. (4) All payments for Securities made by the Purchasers will be deposited as soon as practicable for the undersigned’s benefit in an escrow account. Payments for Securities made by the Purchasers will be returned promptly, prior to the Closing, without interest or deduction, if, or to the extent, the undersigned’s subscription is rejected or the Offering is terminated for any reason. (5) Upon receipt by the Company of the requisite payment for all Securities to be purchased by the Purchasers whose subscriptions are accepted, the Company shall, at the Per Unit Purchase PriceClosing or immediately thereafter: (i) issue to each Purchaser stock certificates representing the shares of Common Stock purchased at the Closing under this Agreement; (ii) issue to each Purchaser a Warrant to purchase such number of shares of Common Stock calculated in accordance with Paragraph (1) above; (iii) deliver to the Purchasers and to O▇▇▇▇▇▇▇▇▇▇ & Co. Inc., the placement agent for the Offering (the “Placement Agent”), a certificate stating that the representations and warranties made by the Company in Section C of this Agreement were true and correct in all respects when made and are true and correct in all respects on the date of the Closing relating to the Securities subscribed for pursuant to this Agreement as though made on and as of the Closing Date (provided, however, that representations and warranties that speak as of a specific date shall continue to be true and correct as of the Closing with respect to such date); and (iv) cause to be delivered to the Placement Agent and the Purchasers an opinion of C▇▇▇▇▇ Godward LLP substantially in the form of Exhibit A hereto and reasonably acceptable to counsel for the Placement Agent. (6) Each Purchaser acknowledges and agrees that this Agreement shall be binding upon such Purchaser upon the execution and delivery to the Company, in care of the Placement Agent, of such Purchaser’s signed counterpart signature page to this Agreement unless and until the Company or the Placement Agent shall reject the subscription being made hereby by such Purchaser. (7) Each Purchaser agrees that each of the Company and the Placement Agent may reduce such Purchaser’s subscription with respect to the number of Shares and Warrants to be purchased without any prior notice or further consent by such Purchaser. If such a reduction occurs, the part of the Subscription Amount attributable to the reduction shall be promptly returned, without interest or deduction. (8) Each Purchaser acknowledges and agrees that the purchase of Shares and Warrants by such Purchaser pursuant to the Offering is subject to all the terms and conditions set forth herein. The aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500this Agreement. (b) Investor understands that the Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on September ____, 2019 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby Subject to the terms and conditions hereof, and in reliance upon the representations and warranties contained in this subscription agreement (this “Subscription Agreement”), the undersigned (the “Investor”) irrevocably subscribes for and agrees to purchase shares of common stock, par value $0.001 per share (“Shares”), of NMF SLF I, Inc. (the number “Company”) on the terms and conditions described herein, in the Company’s disclosure package consisting of Units the materials listed in Appendix F hereto (together with any appendices and supplements thereto, the “Disclosure Package”), in the Company’s Amended and Restated Charter, dated as of [·], 2020 (the “Charter”), in the Company’s Bylaws, dated as of [·], 2020 (the “Bylaws”), in the Investment Advisory Agreement by and between the Company and New Mountain Finance Advisors BDC, L.L.C. (the “Adviser”), dated as of [·], 2020 (the “Investment Advisory Agreement”) and in the Administration Agreement between the Company and New Mountain Finance Administration, L.L.C. (the “Administrator”), dated as of [·], 2020 (the “Administration Agreement” and together with the Charter, the Bylaws, the Investment Advisory Agreement and the Disclosure Package, the “Operative Documents”). The Investor has received the Operative Documents. The Company expects to enter into separate subscription agreements (the “Other Subscription Agreements”) with other investors (the “Other Investors,” and together with the Investor, the “Investors”), providing for the sale of Shares to the Other Investors. This Subscription Agreement and the Other Subscription Agreements are separate agreements, and the sales of Shares to the undersigned and the Other Investors are to be separate sales. (b) The Investor agrees to purchase Shares for an aggregate purchase price equal to the amount set forth on the signature page hereto hereof (the “Capital Commitment”), payable at such times and in such amounts as required by the Per Unit Purchase PriceCompany, upon under the terms and subject to the conditions set forth herein. The aggregate purchase price for the Units with respect to On each Investor Drawdown Date (the “Purchase Price”) is payable in the manner provided in Section 2(a) as defined below. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on September ____, 2019 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds agrees to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, from the Company, at its sole and absolute discretionthe Company agrees to issue to the Investor, may allocate to Investor only a portion of the number of Shares equal to the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted Drawdown Share Amount (whether in whole or in partas defined below) or rejected. If Investor’s subscription is rejected, Investor’s payment at an aggregate price equal to the Drawdown Purchase Price (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”as defined below); provided, however, that in no circumstance will an Investor be required to purchase Shares for any such transfer to be deemed effectivean amount in excess of its Unused Capital Commitment (as defined below). (c) To accommodate the legal, tax, regulatory or fiscal concerns of certain Other Investors, the Transferee shall have executed and delivered Adviser may determine to allow certain Other Investors (the Company in advance an instrument in form acceptable “Fully Funded Other Investors”) to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretionfully fund their Capital Commitment.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell to Investor such number of Units the Company’s Class A ordinary shares, no par value (the “Shares”), as set forth on the signature page hereto at the Per Unit Purchase Pricehereto, upon the terms and conditions set forth herein. The for an aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in equal to the manner provided in Section 2(aproduct of (x) belowthe aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units Shares are being offered registered for sale pursuant to a currently effective shelf registration statement on Form F-3, as amended (Registration No. 333-264579) (the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified “Registration Statement”). The Registration Statement was declared effective by the Securities and Exchange Commission (the “SECCommission”) on September ____June 13, 2019 2022. A prospectus supplement (collectively, the “Offering CircularProspectus Supplement”) will be filed with the Commission and delivered to the Investor as required by law. The Shares are being self-underwritten and offered by the Company on a “best efforts” basis, with a price equal to 80% of the average daily dollar volume-weighted average price (“VWAP”) of the Class A ordinary shares on the NASDAQ Capital Market (as reported by Bloomberg) during the last 10 Trading Days immediately preceding the date hereof. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the base prospectus contained in the Registration Statement and the Prospectus Supplement, at the Closing (i) the Investor shall pay the Purchase Price to the Company for the Shares to be issued and sold to such Investor, by wire transfer of immediately available funds per wire instructions as provided on the signature line below, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is also urged unable to review make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s Form 1-K Annual Report for its fiscal year ended December 31transfer agent. If delivery is made by book entry on the books and records of the transfer agent, 2019, which will be filed by the Company with shall send written confirmation of such delivery to the SEC pursuant to Rule 257(b)(1) of Regulation A Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any Form 1-U Current Reports pursuant excess funds representing fractional Shares shall be returned to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”)Investor. By subscribing to payment of the OfferingShares, the Investor acknowledges that Investor has received and reviewed a copy receipt of the SEC Reports and Registration Statement, any other information required by Investor to make an investment decision with respect amendment to the Units. The Company will accept tenders of funds to purchase Registration Statement, and the Units. The Company will close on investments on a “rolling basis,” pursuant to Prospectus Supplement, the terms of which govern the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or investment in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectShares. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees Subject to purchase the number of Units set forth on the signature page hereto at the Per Unit Purchase Price, upon the terms and conditions of this Agreement, the Investor agrees to subscribe, and the Company agrees to issue to the Investor, the number of shares of Series B Preferred Stock as set forth hereinabove. The aggregate Series B Preferred Stock, the shares of the Company's common stock, par value $.01 per share, together with associated preferred stock purchase price for the Units with respect to each Investor rights (the “Purchase Price”"Common Stock"), into which it may be converted, and the subordinated notes for which it may be exchanged (the "Convertible Debentures") is payable in are sometimes referred to collectively herein as the manner provided in Section 2(a) below. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500"Securities". (b) The Investor understands that the Units are being offered pursuant agrees to the Form 1-A Regulation A Offering Circular dated July deliver to American Fronteer Financial Corporation, as placement agent ("AFFC"), (i) $____, 2019 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on September _____ , 2019 representing the aggregate purchase price of the Shares (collectivelythe "Purchase Price"), the “Offering Circular”). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by wire transfer or by the Company with Investor's check and (ii) a completed and duly executed Accredited Investor Questionnaire, in the SEC pursuant form attached to Rule 257(b)(1) the Memorandum. Funds shall be deposited in escrow and shall be released only upon satisfactory evidence of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (completion of all such reports, together with the Offering Circular are hereinafter collectively conditions referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same dateherein. (c) This subscription may be accepted or rejected in whole or in part, The minimum purchase for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect2,500 Shares. (d) The terms Investor hereby acknowledges and agrees that this Agreement is irrevocable and that, except as provided under applicable state securities laws, the Investor is not entitled to cancel, terminate, or revoke this Agreement, and this Agreement shall survive the death or disability of this Subscription Agreement the Investor and shall be binding upon Investor and its permitted transferees, inure to the benefit of the Investor's heirs, successors executors, administrators, successors, legal representatives, and assigns (collectivelyassigns. If the Investor is more than one person, the “Transferees”); providedobligations of such Investors hereunder shall be joint and several, howeverand the agreements, that for any such transfer representations, warranties, and acknowledgments herein contained shall be deemed to be deemed effectivemade by and be binding upon each such person and each such person's heirs, executors, administrators, successors, legal representatives, and assigns. (e) The Investor acknowledges that this subscription shall not be effective until accepted by the Transferee shall have executed and delivered to Company. The Investor hereby confirms that the Company in advance an instrument in form acceptable to the Company has full right in its sole discretion, pursuant discretion to which accept or reject the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent subscription of the CompanyInvestor, which may provided that, if the Company decides to reject such subscription, the Company must do so promptly and in writing. In the case of a rejection, any payments and copies of all executed subscription documents (including this Agreement) will be withheld in its sole and absolute discretionpromptly returned to the Investor (without interest).

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor such number of Units shares of common stock, par value $0.001 per share (the “Common Stock”), as set forth on the signature page hereto at the Per Unit Purchase Pricehereto, upon the terms and conditions set forth herein. The for an aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in equal to (x) the manner provided in Section 2(aproduct of the aggregate number of shares the Investor has agreed to purchase and (y) belowthe purchase price per share as set forth on the signature page hereto. The minimum number of Units that Purchase Price is set forth on the Investor may purchase is two thousand (2,000)Units for signature page hereto. The shares have been registered on a subscription price of $2,500. (b) Investor understands that the Units are being offered pursuant to the Registration Statement on Form 1-A Regulation A Offering Circular dated July ____A, 2019 and its exhibits as filed with and qualified Registration No.: 024- 11852 (the “Registration Statement”). The Registration Statement has been declared effective by the Securities and Exchange Commission (the “SECCommission”) and is effective on September ____, 2019 the date hereof. A final offering circular will be delivered to the Investor as required by law. The completion of the purchase and sale of the shares (collectively, the “Offering CircularClosing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Upon satisfaction or waiver of all the conditions to closing set forth in the Agreement, at the Closing, (i) the Investor is also urged shall pay the Purchase Price by wire transfer of immediately available funds to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed bank account per wire instructions as provided by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of (ii) the number of Company shall cause the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in parta) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer Common Stock to be deemed effective, the Transferee shall have executed and delivered to the Company Investor with the delivery of the Common Stock to be made through the facilities of The Depository Trust Company’s DWAC system in advance an instrument in form acceptable accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions” (or, if requested by the Investor on the signature page hereto, through the physical delivery of certificates evidencing the Common Stock to the residential or business address indicated thereon). Funds for the Purchase Price should be wired to: PGD Eco Solutions Inc. J▇ ▇▇▇▇▇▇ C▇▇▇▇ Bank, Bank Address: 3▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Company in its sole discretionAddress: 7▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, which may be withheld in its sole and absolute discretion.▇▇ 34653 Account name: PGD Eco Solutions, Inc Account number: 771996151 Wire Routing Number 2▇▇▇▇▇▇▇▇ SWIFT Code: C▇▇▇▇▇▇▇

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell to Investor such number of Units the Company’s ordinary shares, par value US$0.001 per share (the “Shares”), as set forth on the signature page hereto at the Per Unit Purchase Pricehereto, upon the terms and conditions set forth herein. The for an aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in equal to the manner provided in Section 2(aproduct of (x) belowthe aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units Shares are being offered registered for sale pursuant to a currently effective shelf registration statement on Form F-3 (Registration No. 333-273266) (the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified “Registration Statement”). The Registration Statement was declared effective by the U.S. Securities and Exchange Commission (the “SECCommission”) on September ____July 21, 2019 2023. A prospectus supplement (collectively, the “Offering CircularProspectus Supplement”) will be filed with the Commission and delivered to the Investor as required by law. The Shares are being self-underwritten and offered by the Company on a “best efforts” basis, with a per share price of US$0.50. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the base prospectus contained in the Registration Statement and the Prospectus Supplement, at the Closing (i) the Investor shall pay the Purchase Price to the Company for the Shares to be issued and sold to such Investor, by wire transfer of immediately available funds per wire instructions as provided on the signature line below, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is also urged unable to review make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s Form 1-K Annual Report for its fiscal year ended December 31transfer agent. If delivery is made by book entry on the books and records of the transfer agent, 2019, which will be filed by the Company with shall send written confirmation of such delivery to the SEC pursuant to Rule 257(b)(1) of Regulation A Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any Form 1-U Current Reports pursuant excess funds representing fractional Shares shall be returned to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”)Investor. By subscribing to payment of the OfferingShares, the Investor acknowledges that Investor has received and reviewed a copy receipt of the SEC Reports and Registration Statement, any other information required by Investor to make an investment decision with respect amendment to the Units. The Company will accept tenders of funds to purchase Registration Statement, and the Units. The Company will close on investments on a “rolling basis,” pursuant to Prospectus Supplement, the terms of which govern the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or investment in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectShares. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor undersigned, intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase from Nephros, Inc., a Delaware corporation (the number “Company”), the principal amount of Units Series A 10% Secured Convertible Notes due 2008 (the “Notes”), of the Company, set forth on the signature page hereto at hereof (the Per Unit Purchase Price“Subscription Amount”), upon for a purchase price equal to the Subscription Amount. The Company, intending to be legally bound, hereby accepts the foregoing subscription and agrees to sell and issue to the undersigned a Note having a principal amount equal to the Subscription Amount for a purchase price equal to the Subscription Amount. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”). The terms of the Notes shall be substantially as set forth herein. The aggregate purchase price for in the Units with respect to each Investor form of Series A 10% Secured Convertible Note due 2008 attached hereto as Exhibit A (the “Purchase PriceForm of Note”) is payable in the manner provided in Section 2(a) below. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500). (b) Investor understands The Notes that are the Units subject of this Agreement are being offered pursuant to the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified part of an offering by the Securities and Exchange Commission Company (the “SECOffering”) on of up to fifteen million dollars ($15,000,000) aggregate principal amount of Notes (the “Maximum Amount”) convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a per share conversion price (subject to adjustment as set forth in the Form of Note) of $0.706, and Class D warrants for the purchase of shares of Common Stock (the “Warrants”), in the form attached hereto as Exhibit B (the “Form of Warrant”). The Company is offering Notes until September ____28, 2019 2007, although the Company reserves the right, in its sole discretion, to extend the Offering period until some later date (such date, as the same may be extended, the “Expiration Date”). The undersigned and each person purchasing Notes in the Offering (collectively, the “Offering CircularPurchasers”) shall enter into a registration rights agreement among the Company and the Holders (as defined therein), in substantially the form attached hereto as Exhibit C (the “Registration Rights Agreement”). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. 3.1 Subject to satisfaction of the Conditions set out in Clause 2.1 (save for Condition 2.1(c)(iii)), AstraZeneca agrees to subscribe, on the second Business Day following the satisfaction of the last of the Conditions set out in Clauses 2.1(a) and 2.1(b), in cash at the Subscription Price for, and CAT agrees to allot and issue to AstraZeneca, the Subscription Shares and for such purpose AstraZeneca shall be deemed to have served on CAT an application to subscribe for the Subscription Shares. 3.2 On the Business Day following the satisfaction of the last of the Conditions set out in Clauses 2.1(a) and 2.1(b), AstraZeneca shall procure that AstraZeneca’s Lawyers deliver a letter of undertaking to CAT confirming that they hold, in their client account, an amount of money equal to the Subscription Price and that, upon Admission of the Subscription Shares, they will hold that money to the order of CAT. 3.3 Subject to CAT having received the letter of undertaking referred to in Clause 3.2, completion of the Subscription shall take place at the offices of CAT immediately upon Admission becoming effective and: (a) The Investor hereby irrevocably subscribes for and agrees to purchase AstraZeneca shall procure that AstraZeneca’s Lawyers transfer the number of Units set forth on the signature page hereto at the Per Unit Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price monies paid for the Units with respect Subscription Shares to each Investor (CAT by telegraphic transfer into the “Purchase Price”) is payable account in the manner provided in Section 2(a) below. name of CAT with The minimum Royal Bank of Scotland, London City Office, P▇ ▇▇▇ ▇▇▇, ▇▇/▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇; sort code number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500.15-10-00; account number 2▇▇▇▇▇▇▇; and (b) Investor understands CAT shall procure that AstraZeneca shall be entered in the Units are being offered pursuant register of members of CAT as the holder of the Subscription Shares and shall procure that its registrars prepare and deliver to AstraZeneca a certificate in respect of the Subscription Shares. 3.4 Following the completion of the Subscription, CAT shall ensure that, within the time limits prescribed by statute, all documents and forms which require filing with the Registrar of Companies shall be so filed. 3.5 CAT hereby agrees that it will make timely application to the Form 1-A Regulation A Offering Circular dated July ____UK Listing Authority for the admission of the Subscription Shares to the Official List and to the London Stock Exchange for admission of the Subscription Shares to trading and will use its best endeavours to obtain Admission and, 2019 for such purposes, CAT will (i) supply all such information, give all such undertakings, execute all such documents, pay such fees and its exhibits do or procure to be done all such things as filed with and qualified may be reasonably required by the Securities UK Listing Authority or London Stock Exchange (as appropriate) and Exchange Commission (ii) publish and make available copies of the “SEC”) Listing Particulars at the Document Viewing Facility of the UK Listing Authority and elsewhere as required by Chapter 8 of the Listing Rules (provided that this shall not give rise to an obligation on September ____, 2019 (collectivelythe part of CAT to assume material expenditure to achieve the same or require CAT to take such action which would be likely to have such a detrimental effect on the current or future development of CAT’s business that it would be unreasonable to expect CAT to take it). 3.6 When paid for in accordance with this Agreement, the “Offering Circular”). The Investor is also urged Subscription Shares shall be issued fully paid without any further right of CAT or obligation of AstraZeneca to review require or make, as the Company’s Form 1-K Annual Report for its fiscal year ended December 31case may be, 2019any further payment therefor free from all liens, which will be filed charges and encumbrances (other than any resale restrictions imposed by the Company US Securities Laws) and shall rank in all respects pari passu with the SEC pursuant to Rule 257(b)(1) issued Ordinary Shares in issue on the date of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy allotment of the SEC Reports Subscription Shares and any shall rank in full for all dividends or other information required distributions declared made or paid on the Ordinary Shares by Investor reference to make an investment decision with respect to a record date falling after the Units. The Company will accept tenders date of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms allotment of the Offering Circular. As a result, not all Investors will receive their Units on the same dateSubscription Shares. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether 3.7 All payments made under this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company made in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretionSterling.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor (i) such number of Units shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), and (ii) such number of warrants to purchase Common Stock (the “Warrants”, and together with the Shares, the “Securities”), as set forth on the signature page hereto, for an aggregate purchase price set forth on the signature page hereto at the Per Unit Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500). (b) Investor understands that The Securities have been registered on a Registration Statement on Form S-3, Registration No. 333-138844, which registration statement (the Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified “Registration Statement”) has been declared effective by the Securities and Exchange Commission (and is effective on the “SEC”) on September ____, 2019 (collectively, the “Offering Circular”)date hereof. The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which A final prospectus supplement will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to delivered as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same datelaw. (c) This subscription may On January 22, 2007 (the “Closing Date”), upon satisfaction or waiver of all the conditions to closing set forth in the Placement Agency Agreement (the “Placement Agreement”) dated January 16, 2007 by and among the Company and the placement agent named therein (the “Placement Agent”), the Placement Agent will disburse, or cause to be accepted or rejected in whole or in partdisbursed, to the Company an amount equal to the product of (x) the aggregate number of Securities the Investor has agreed to purchase and (y) the aggregate purchase price for the Securities, and upon the receipt of such disbursement, the Company shall cause the Securities to be delivered to either the Placement Agent, for any reason or for no reason, at any time prior further delivery to the Termination DateInvestor, by or directly to Investor in the Company at its sole and absolute discretion. In addition, event such Investor disburses funds directly to the Company, at its sole and absolute discretionwhich, may allocate with respect to Investor only a portion the Shares, shall be made through the facilities of The Depository Trust Company’s DWAC system in accordance with the number of instructions set forth on the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In signature page attached hereto under the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectheading “DWAC Instructions. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell to Investor such number of Units shares (the “Shares”) of the Company’s ordinary shares, $0.0005 par value per share (the “Ordinary Share”), as set forth on the signature page hereto at the Per Unit Purchase Pricehereto, upon the terms and conditions set forth herein. The for an aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in equal to the manner provided in Section 2(aproduct of (x) belowthe aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units Shares are being offered registered for sale pursuant to a Registration Statement on Form F-1, Registration No. 333- 230170 (the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified “Registration Statement”). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the “SECCommission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Univest Securities, LLC (the “Underwriter”) as underwriter on September ____a “best efforts basis” up to $11,000,000. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter(s) in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, 2019 as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DWAC system, through the book-entry delivery of Shares on the books and records of the transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. Each of the Underwriters and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that it will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Offering CircularRule”). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which all checks that are accompanied by a subscription agreement will be filed promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the Company with business day immediately following the SEC pursuant receipt of a completed subscription document. In regards to Rule 257(b)(1) monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of Regulation A a completed subscription document and any Form 1-U Current Reports pursuant to Regulation A filed completed wire instructions by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred investor to as the “SEC Reports”). By subscribing send funds to the Offeringescrow account. Absent unusual circumstances, the Investor acknowledges that Investor has received and reviewed a copy funds in customer accounts will be transmitted by noon of the SEC Reports and next business day. In the event that the offering does not close for any other information required by Investor to make an investment decision with respect reason prior to the Units. The Company termination date set forth in the Registration Statement, all funds deposited in the escrow account will accept tenders of funds be returned to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to investors promptly in accordance with the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same dateescrow agreement and applicable law. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. The undersigned (athe “Purchaser”) The Investor hereby irrevocably subscribes for on and agrees subject to purchase the number of Units set forth on the signature page hereto at the Per Unit Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Units with respect to each Investor , from SyntheMed, Inc., a Delaware corporation (the “Purchase Corporation”), the number of units (the “Units”), set forth on the signature page hereof (the “Purchased Units”). Each Unit shall consist of (i) one share of common stock, $0.001(US) par value per share, of the Corporation (“Common Stock”) and (ii) one Common Stock purchase warrant (a “Warrant”). Each Warrant, a sample copy of which is appended as Annex A-1, will entitle the holder to purchase one share of Common Stock up and until 5:00 p.m. (Eastern Standard Time) on September 30, 2011 upon payment of the applicable exercise price of $0.50 (US), subject to adjustment as provided in the Warrant certificate. The Purchased Units are being sold to the Purchaser in consideration for $0.40 (US) per Unit (the “Subscription Price”), and as part of an offering (the “Offering”) of up to 15,000,000 Units. If the maximum number of Units offered is payable in sold, the manner provided in Section 2(a) belowCorporation will receive gross proceeds of $6,000,000 (US). The There is no minimum number of Units that being offered, and the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that Corporation reserves the Units are being offered pursuant right to the Form 1-A Regulation A Offering Circular dated July ____accept or reject subscriptions, 2019 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on September ____, 2019 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, as and when received. ▇▇▇▇▇ Capital Limited (the “Agent”) is serving as a placement agent for any reason or for no reason, at any time prior the Offering pursuant to an agency agreement to be entered into with the Termination Date, by Corporation (the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder“Agency Agreement”). The Company will notify Investor whether this subscription Offering is accepted being made to investors resident outside the United States pursuant to exemptions from local registration, prospectus or similar requirements. The Offering is being made in reliance upon the exemption from registration under the Securities Act of 1933, as amended (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “TransfereesSecurities Act”); provided, howeverprovided by Section 4(2) thereof and/or Regulation D promulgated thereunder and/or in reliance upon Regulation S promulgated under the Securities Act and exemptions from local registration, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretionprospectus or similar requirements.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell to Investor such number of Units series A preferred shares (the “Shares”) of the Company as set forth on the signature page hereto at the Per Unit Purchase Pricehereto, upon the terms and conditions set forth herein. The for an aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in equal to the manner provided in Section 2(aproduct of (x) belowthe aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units Shares are being offered qualified for sale pursuant to the an offering statement on Form 1-A Regulation A A, File No. 024-11064 (the “Offering Circular dated July ____, 2019 and its exhibits as filed with and Statement”). The Offering Statement will have been declared qualified by the Securities and Exchange Commission (the “SECCommission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The offering circular, however, is subject to change. A final offering circular and/or offering circular supplement will be delivered to the Investor as required by law. The Shares are being offered by Craft Capital Management LLC (the “Placement Agent”) as placement agent on September ____a “best efforts” basis with a minimum of $1,000,000 in gross proceeds to be received prior to a Closing and maximum gross proceeds of $8,000,000. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, 2019 as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary offering circular contained in the Offering Statement when it is declared qualified by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of qualification of the Offering Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DWAC system, through the book-entry delivery of Shares on the books and records of the transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Offering Statement and any amendment, the terms of which govern the investment in the Shares. Each of the Placement Agent and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that it will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Offering CircularRule”). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which all checks that are accompanied by a subscription agreement will be filed promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the Company with business day immediately following the SEC pursuant receipt of a completed subscription document. In regard to Rule 257(b)(1) monies being sent from an investor’s account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of Regulation A a completed subscription document and any Form 1-U Current Reports pursuant to Regulation A filed completed wire instructions by the Company with investor to send funds to the SEC (all such reportsescrow account. Absent unusual circumstances, together with funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the termination date set forth in the Offering Circular are hereinafter collectively referred Statement, all funds deposited in the escrow account will be returned to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision investors promptly in accordance with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same dateescrow agreement and applicable law. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor (i) such number of Units the Company’s shares of common stock (the “Shares”), $0.001 par value per share (the “Common Shares”) as set forth on the signature page hereto at the Per Unit Purchase Pricehereto, upon the terms and conditions set forth herein. The for an aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in equal to the manner provided in Section 2(aproduct of (x) belowthe aggregate number of Common Shares the Investor has agreed to purchase and (y) the purchase price per Common Share set forth on the signature page hereto. The minimum number of Units that Purchase Price is set forth on the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500signature page hereto. (b) Investor understands that The Common Shares have been registered on a Registration Statement on Form S-3 (Registration No. 333-187780) (the Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified “Registration Statement”). The Registration Statement has been declared effective by the Securities and Exchange Commission (the “SECCommission”) and is effective on September ____, 2019 (collectively, the date hereof. The prospectus included in the Registration Statement at the time it was declared effective by the Commission or in the form in which it has been most recently filed with the Commission on or prior to the date of this Subscription is hereinafter called the “Offering CircularBase Prospectus.” Any preliminary form of prospectus which is filed or used prior to filing of the Prospectus (as hereinafter defined) is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus or to any amendment or supplement to any of the foregoing shall be deemed to include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Investor is , and also urged shall be deemed to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31include any documents incorporated by reference therein, 2019and any supplements or amendments thereto, which will be filed by the Company with the SEC Commission after the date of filing of the Prospectus pursuant to Rule 257(b)(1424(b) under the Securities Act, and prior to the termination of Regulation the offering of the Common Shares. A and any Form 1-U Current Reports final prospectus supplement will be delivered to the Investor as required by law. Such final prospectus supplement, in the form in which it shall be filed with the Commission pursuant to Regulation A filed Rule 424(b) (including the Base Prospectus as so supplemented) is referred to herein as the “Prospectus.” The Base Prospectus, as supplemented by the Company with the SEC (all such reportsPreliminary Prospectus dated as of January 28, together with the Offering Circular 2015, are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. Disclosure Package.” The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units Shares shall be freely tradable on the same dateNASDAQ Global Market. (c) This subscription may be accepted or rejected in whole or in partPayment of the Purchase Price for, for any reason or for no reason, at any time prior to the Termination Date, and delivery by the Company at its sole and absolute discretion. In additionof, the Company, Common Shares shall take place at its sole and absolute discretion, may allocate to Investor only a portion of closing (the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof“Closing”), which shall remain in full force and effectoccur no later than three (3) trading days after the date of this Subscription. (d) The terms At or prior to the Closing and promptly upon the request of this Subscription Agreement the Company, the manner of settlement of the Common Shares purchased by the Investor shall be binding as follows (check one):* [____] A. The Investor shall remit by wire transfer the amount of funds equal to the Purchase Price to the following account designated by the Company The Investor shall also furnish to the Company a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form). At the Closing, upon Investor and its permitted transferees, heirs, successors and assigns (collectivelyreceipt of the Purchase Price, the “Transferees”); provided, however, that for any such transfer Company shall cause the Common Shares to be deemed effective, the Transferee shall have executed and delivered to the Company Investor, with the delivery of the Common Shares to be made through the facilities of The Depository Trust Company’s DWAC system in advance an instrument accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions”. * No payment or delivery of the Purchase Price is required in form acceptable settlement of the Common Shares to be issued to Investor hereunder, due to the Company in its sole discretionterms of Amendment No. 2 (as defined below), pursuant to which a fee otherwise payable to the proposed Transferee Investor by the Company was waived. *** Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission. — OR — [X] B. The Investor shall acknowledge remit by wire transfer the amount of funds equal to the Purchase Price to following account designated by the Company: Delivery versus payment (“DVP”) through DTC (i.e., prior to Closing, the Investor shall remit by wire transfer the amount of funds equal to the Purchase Price to the account designated by the Company and agree notify the Company completion of such remittance. Prior to the Closing, the Company shall confirm that the account has a minimum balance equal to the Purchase Price. At Closing, the Company shall deliver to the Investor through DTC, the Common Shares registered in the Investor’s name and address as set forth below, to be bound deposited and held in the American Stock Transfer & Trust Company, LLC to be established for the Investor on the date of Closing, for one hundred eighty (180) days after the Effective Date as described in Section 4(c) herein). The Company shall notify the Investor of such deposit of the Common Share with a report created by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the American Stock Transfer & Trust Company, which may be withheld in its sole and absolute discretionLLC.

Subscription. ​ (a) The Investor Subject to the terms and conditions hereof and the provisions of the Form C, the undersigned hereby irrevocably subscribes for and agrees to purchase the number of Units Securities set forth on the signature page hereto at for the Per Unit Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for set forth on the Units with respect signature page hereto, which is payable as described in Section 4 hereof. Subscriber understands and acknowledges that the subscription may not be revoked within the 48 hour period prior to each Investor a closing (as described below) of the Offering. The undersigned acknowledges that the Securities will be subject to restrictions on transfer as set forth in this subscription agreement (the “Purchase PriceSubscription Agreement”) is payable in the manner provided in Section 2(a) below. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500). (b) Investor understands that By executing this Subscription Agreement, the Units are being offered pursuant to undersigned (and, if the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified by undersigned is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom the undersigned is so purchasing) hereby joins as a party that is designated (a) as an “Investor” under each of (i) the Amended and Exchange Commission Restated Investors’ Rights Agreement to be dated as of the initial Closing, in substantially the form attached hereto as Exhibit A (the “SECInvestors’ Rights Agreement”), and (ii) on September ____the Amended and Restated Right of First Refusal Agreement and Co-Sale Agreement to be dated as of the initial Closing, 2019 in substantially the form attached hereto as Exhibit B (collectivelythe “First Refusal Agreement”), and (b) as a “Rights Holder” under the Amended and Restated Voting Agreement to be dated as of the initial Closing, in substantially the form attached hereto as Exhibit C (the “Voting Agreement”), in each case as entered into by and among the Company, the “Offering Circular”). The Investor is also urged to review investors in the Company’s Form 1-K Annual Report for its fiscal year ended December 31Series Seed Preferred Stock, 2019Series A Preferred Stock, which will be filed by Series A-2 Preferred Stock and Series CF Preferred Stock and certain other stockholders of the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A Company. The Investors’ Rights Agreement, First Refusal Agreement and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular Voting Agreement collectively are hereinafter collectively referred to herein as the “SEC ReportsInvestment Agreements”). By subscribing Any notice required or permitted to be given to the Offering, the Investor acknowledges that Investor has received and reviewed a copy undersigned under any of the SEC Reports and any other information required by Investor to make an investment decision with respect Investment Agreements shall be given to the Unitsundersigned at the address provided with the undersigned’s subscription. The Company undersigned confirms that the undersigned has reviewed the Investment Agreements and will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor terms thereof as a party who is designated as an “Investor” under the Investors’ Rights Agreement and the terms of this Subscription First Refusal Agreement, and as a “Rights Holder” under the Voting Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.​ ​

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell to Investor such number of Units shares (the “Shares”) of the Company’s ordinary shares, $0.01 par value per share (the “Ordinary Share”), as set forth on the signature page hereto at the Per Unit Purchase Pricehereto, upon the terms and conditions set forth herein. The for an aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in equal to the manner provided in Section 2(aproduct of (x) belowthe aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units Shares are being offered registered for sale pursuant to a Registration Statement on Form F-1, Registration No. 333-223804 (the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified “Registration Statement”). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the “SECCommission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Network 1 Financial Securities Inc. (the “Underwriter”) as underwriter on September ____a “best efforts” up to $10,000,000. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriters, 2019 upon agreement of such parties, in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DTC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DTC Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DWAC system, through the book-entry delivery of Shares on the books and records of the transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that it will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Offering CircularRule”). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which all checks that are accompanied by a subscription agreement will be filed promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the Company with business day immediately following the SEC pursuant receipt of a completed subscription document. In regards to Rule 257(b)(1) monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of Regulation A a completed subscription document and any Form 1-U Current Reports pursuant to Regulation A filed completed wire instructions by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred investor to as the “SEC Reports”). By subscribing send funds to the Offeringescrow account. Absent unusual circumstances, the Investor acknowledges that Investor has received and reviewed a copy funds in customer accounts will be transmitted by noon of the SEC Reports and next business day. In the event that the offering does not close for any other information required by Investor to make an investment decision with respect reason prior to the Units. The Company termination date set forth in the Registration Statement, all funds deposited in the escrow account will accept tenders of funds be returned to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to investors promptly in accordance with the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same dateescrow agreement and applicable law. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase and the Company agrees to sell to Investor such number of Units shares (the “Shares”) of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”), as set forth on the signature page hereto at Signature Page attached as part of this Agreement (the Per Unit Purchase Price“Signature Page”) hereto, upon the terms and conditions set forth herein. The for an aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in equal to the manner provided in Section 2(aproduct of (x) belowthe aggregate number of Shares the Investor subscribes to purchase and (y) the purchase price per share as set forth on the Signature Page hereto. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units Shares are being offered registered for sale pursuant to a Registration Statement on Form S-1, Registration No. 333-118138, as may be amended from time to time (the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as “Registration Statement”) filed with and qualified by the U.S. Securities and Exchange Commission (the “SEC”) on September ____, 2019 (collectively, the “Offering Circular”). The Registration Statement will have been declared effective by the SEC (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. A final prospectus (and/or prospectus supplement, the “Prospectus”) will be delivered to the Investor is also urged as required by law. The Shares are being offered directly by the Company on a “best efforts”, any and all basis up to review $4,000,000. Provided the Company’s Form 1-K Annual Report Registration Statement is declared effective by the SEC, the closing of the Subscription for its fiscal year ended December 31, 2019, which will be filed the Shares hereunder (the “Closing”) shall occur immediately upon: (i) receipt and acceptance by the Company of the Subscriber’s properly completed and executed Signature; and (ii) receipt of all funds for the subscription of shares hereunder (by wire transfer of immediately available funds to the Company), at which time the Company shall cause the Shares to be issued to the Subscriber in the name(s) set forth in the Signature Page and the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DWAC system in accordance with the SEC pursuant to Rule 257(b)(1instructions set forth on the Signature Page under the heading “DWAC Instructions,” or (B) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed if requested by the Investor on the Signature Page or if the Company with is unable to make the SEC delivery through the facilities of The Depository Trust Company’s DWAC system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent, Pacific Stock Transfer Company (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC ReportsTransfer Agent”). By subscribing If delivery is made by book entry on the books and records of the Transfer Agent, the Company shall send written confirmation of such delivery to the OfferingInvestor at the address indicated on the Signature Page. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges that Investor has received and reviewed a copy receipt of the SEC Reports and any other information required by Investor to make an investment decision with respect Prospectus prior to the Units. The Company will accept tenders date of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to Subscription, the terms of which govern the Offering Circularinvestment in the Shares. As a resultPending acceptance of this subscription, not all Investors will receive their Units on the same date. (c) This Subscriber’s subscription may amount shall be accepted or rejected held in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, an escrow account established by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor undersigned subscriber (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Units shares (the “Shares”) of the Company’s Series A preferred stock, par value $.001 per share (“Series A Preferred Stock”), with the powers, preferences, rights, qualifications, limitations and restrictions as set forth in the certificate of designations in the form of Exhibit A hereto (the “Certificate of Designations”), set forth on the signature page hereto at the Per Unit Purchase Pricefrom BioPharmX Corporation, upon the terms and conditions set forth herein. The aggregate purchase price for the Units with respect to each Investor a Nevada corporation (the “Purchase PriceCompany”) is payable in for the manner provided in Section 2(a) below. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that 1.85 per share in connection with the Units are being offered pursuant Company’s offering of up to $6,000,000 in Series A Preferred Stock together with the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified by the Securities and Exchange Commission right to receive warrants for no additional consideration (the “SECOffering”), in the form of Exhibit B hereto, granting subscriber the right to purchase a number of shares of common stock, par value $.001 per share, of the Company (the “Common Stock”) on September ____, 2019 equal to fifty percent (collectively50%) of the number of shares of Common Stock into which the Shares are convertible (such warrants, the “Offering CircularWarrants;” together with the Series A Preferred Stock, the “Securities”). The Warrants will have an initial exercise price equal to $3.70 per share and shall be exercisable for a three (3) year period. In addition, the Shares and shares issuable upon exercise of the Warrants (the “Warrant Shares”) shall have the registration rights as provided in Section 4 hereof. In addition, Subscriber agrees to enter into the Investor is also urged to review Rights Agreement (the Company’s Form 1-K Annual Report for its fiscal year ended December 31“Investor Rights Agreement”), 2019in the form of Exhibit C hereto, which will be filed by granting the Subscriber additional rights from the Company with and certain of its shareholders. This Subscription Agreement and the SEC pursuant to Rule 257(b)(1Investor Rights Agreement (the “Subscription Agreement”) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Exhibits and Schedules thereto constitutes the “Offering Circular are hereinafter collectively Documents.” This subscription is based solely upon the information provided in the Offering Documents and upon the Subscriber’s own investigation as to the merits and risks of this investment. The Subscriber shall deliver herewith duly executed copies of the signature pages to the following documents: (i) the Subscription Agreement, and (ii) the Accredited Investor Questionnaire & Form W-9. The Offering may be consummated at more than one closing to occur on a date as may be determined by the Company. Each such closing is referred to as a “Closing” and the date of each such Closing is referred to as the “SEC ReportsClosing Date.” A final Closing shall be held by the Company on or before March 31, 2014”), which can be extended up to April 30, 2014 by the Company’s board of directors (the “Final Closing Date”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision At each Closing with respect to the Units. The Company will accept tenders of funds to purchase Shares subscribed for hereby and accepted by the Units. The Company will close on investments on a “rolling basis,” pursuant Company, the Escrow Agent shall release and turn over the subscription payments for the Shares to the terms of Company and the Offering CircularCompany shall promptly thereafter deliver to the Subscriber, the stock certificate for the Shares. As a resultIf the Company does not accept this subscription, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior the Escrow Agent will promptly refund to the Termination DateSubscriber, without deduction therefrom, any subscription payment received from the Subscriber for the Shares, the subscription for which was not accepted by the Company. (b) Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase the number of Shares from the Company at its sole set forth on the signature page hereof, and absolute discretion. In addition, when this Agreement is accepted and executed by the Company, at its sole and absolute discretion, may allocate the Company agrees to Investor only a portion of issue such Shares to the number of the Units that Investor has subscribed for hereunderSubscriber. The Company will notify Investor whether this subscription price is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such payable by wire transfer to be deemed effective, the Transferee shall have executed and delivered “Ofsink PLLC” pursuant to the Company in advance an instrument in form acceptable to the Company in its sole discretionfollowing wire instructions. Bank’s Name and Address: ▇▇ ▇▇▇▇▇▇ Chase N.A. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.▇▇ ▇▇▇▇▇ Account #: 3065087958 ABA Routing #: ▇▇▇▇▇▇▇▇▇ SWIFT: ▇▇▇▇▇▇▇▇ (for overseas transfers) Account Title: BioPharmX Escrow Account

Subscription. (a) 1.1 The Investor undersigned hereby irrevocably subscribes for and agrees to purchase the number of Units set forth shares of Common Stock (the "Shares") indicated on the signature page hereto at the Per Unit Purchase Price, upon the terms and conditions purchase price per share set forth hereinon such signature page. The aggregate undersigned encloses herewith a check or money order payable to First London Securities Corporation (the "Placement Agent") (or has made payment by wire transfer of funds in accordance with instructions from the Placement Agent) in the full amount of the purchase price of the Shares for which the Units with respect to each Investor undersigned is subscribing (the “Purchase Price”) is payable in the manner "Payment"). 1.2 The undersigned understands that all Payments by check or money order as provided in Section 2(a) below1.1 above shall be delivered to the Placement Agent and, thereafter, such Payment will be held for the undersigned's benefit by the Placement Agent, but the undersigned will not earn interest on any funds so held, as described in the Memorandum. The Placement Agent and the Company may hold an initial closing of the Offering (the "Initial Closing") after subscriptions for the minimum number of Units that Shares identified in the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that Memorandum have been accepted, on the Units are being offered pursuant to basis described in the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on September ____, 2019 (collectively, the “Offering Circular”)Memorandum. The Investor is also urged Company may hold additional interim closings after the Initial Closing. Any such interim closings together with the Initial Closing are each hereinafter referred to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed as an "Additional Closing" and shall occur on one or more dates each hereinafter referred to as an "Additional Closing Date." Upon receipt by the Company with of the SEC pursuant requisite payment for all Shares to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed be purchased by the subscribers whose subscriptions are accepted (each, a "Purchaser") at the Additional Closing Dates and subject to the satisfaction of certain conditions, the Shares so purchased will be issued in the name of each such Purchaser, and the name of such Purchaser will be registered on the stock transfer books of the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy record owner of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Unitssuch Shares. The Company will accept tenders of funds issue to purchase each Investor a stock certificate for the Units. Shares purchased. 1.3 The Company will close on investments on a “rolling basis,” pursuant undersigned hereby agrees to be bound hereby upon (i) execution and delivery to the terms Company, in care of the Offering Circular. As a resultPlacement Agent, not all Investors will receive their Units of the signature page to this Subscription Agreement and (ii) acceptance on the same date. (c) This subscription Initial Closing Date or an Additional Closing Date, as the case may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Datebe, by the Company at its sole and absolute discretion. In additionof the undersigned's subscription (the "Subscription"). 1.4 The undersigned agrees that the Company may, the Company, at in its sole and absolute discretion, may allocate reduce the undersigned's subscription to Investor only a portion any number of shares of Common Stock that in the aggregate does not exceed the number of Shares of Common Stock hereby applied for without any prior notice to or further consent by the Units that Investor has subscribed for hereunderundersigned. The Company will notify Investor whether this subscription is accepted (whether undersigned hereby irrevocably constitutes and appoints the Placement Agent and each officer of the Placement Agent, each of the foregoing acting singly, in whole or in part) or rejected. If Investor’s subscription is rejectedeach case with full power of substitution, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest the true and all lawful agent and attorney-in-fact of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entiretyundersigned, or with full power and authority in the event the sale of the Units (or any portion thereof) undersigned's name, place and stead to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of amend this Subscription Agreement. No transfer , including, in each case, the undersigned's signature page thereto, to effect any of the foregoing provisions of this Section 1.4. Subscription Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.EXHIBIT A

Subscription. The undersigned (areferred to herein as the "undersigned" or the "Investor") The Investor hereby irrevocably subscribes for and agrees to purchase the number of Units units as set forth below (each, a "Unit") of revenue participation rights (each, a "Participation Right") in connection with the motion pictures currently entitled "Beer League" and "TV The Movie" (each, a "Picture" and collectively the "Pictures"), on the signature page hereto at the Per Unit Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for in this Subscription Agreement by and between the Units with respect to each Ckrush Entertainment, Inc. ("Ckrush") and the Investor (the “Purchase Price”) "Agreement"). The production of each Picture shall be performed with applicable development and production partners through separate, single purpose business entities (the "Production Entities"). The Production Entity for the "Beer League" project is payable Beer League Holdings, LLC, a Delaware limited liability company. The Production Entity for the "TV The Movie" project is TV The Movie Holdings, LLC, a Delaware limited liability company. As set forth in the manner provided deal memoranda annexed hereto as Exhibits "A", "B" and "C", and ▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ in Section 2(a) belowoperative agreements of the Production Entities, Ckrush will arrange to provide financing for the Pictures, the Production Entities, through wholly owned production companies, will be responsible for the production of each Picture, own the completed Pictures and the copyrights thereto, and shall be responsible for the commercial exploitation of the rights in and to the Pictures in all media, throughout the world. Ckrush shall issue up to 100 units for Participation Rights in connection with the Pictures. Each unit shall be priced at $55,000, although Ckrush reserves the right to raise or lower the minimum investment threshold and/or divide an investment unit to permit the sale of fractional units. The minimum number undersigned is investing the sum of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated July [____, 2019 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on September ____, 2019 _____] dollars for ___ units (collectively, the “Offering Circular”"Investment"). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The a. Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor such number of Units as set forth on the signature page hereto at (the Per Unit Purchase Price“Signature Page”), upon the terms and conditions set forth herein. The for an aggregate purchase price for equal to the Units with respect to each Investor product of (x) the “Purchase Price”) is payable in the manner provided in Section 2(a) below. The minimum aggregate number of Units that the Investor may has agreed to purchase is two thousand and (2,000)Units for a subscription price of $2,500y) the Purchase Price per Share. (b) Investor understands that the b. The Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on September ____, 2019 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments Underwriter on a “rolling best efforts, minimum/maximum” basis,” pursuant to the terms . The completion of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole purchase and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereofthe “Closing”) shall take place at a place and time (the “Closing Date”) to an be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the Underwriting Agreement and Offering Statement, at the Closing, (i) the Investor is not consummated for any reasonshall pay the Purchase Price by check, this Subscription Agreement ACH transfer, or by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below, and (ii) the Company shall have no force cause the Units to be delivered to the Investor with the delivery of the Units to be made through the facilities of The Depository Trust Company’s (“DTC”) DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions” (or, if requested by the Investor on the signature page hereto, through the physical delivery of certificates evidencing the Units to the residential or effect, except for Section 5 hereof, which shall remain in full force and effectbusiness address indicated thereon). c. The Underwriter and any participating broker dealers (dthe “Members”) The terms of this Subscription Agreement shall confirm, via the selected dealer agreement or master selected dealer agreement that it will comply with rule 15c2-4. As per rule 15c2-4 and notice to members 84-7 (the “Rule”), all checks that are accompanied by a subscription agreement will be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectivelypromptly sent along with the subscription agreements to the escrow account by noon the next business day. In regards to monies being wired from an Investor’s bank account, the “Transferees”); providedMembers shall request the Investors send their wires by the next business day, however, we cannot insure the Investors will forward their respective monies as per the Rule. In regards to monies being sent from an Investor’s account held at the participating broker, the funds will be “promptly transmitted” to the Escrow Agent following the receipt of a completed subscription document and completed wire instructions by the Investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that funds are sent in and the Offering does not close for any such transfer to be deemed effective, the Transferee shall have executed and delivered reason prior to the Company Termination Date set forth in advance an instrument the final Offering Statement, all funds will be returned to Investors promptly in form acceptable to accordance with the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge escrow agreement terms and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretionapplicable law.

Subscription. (a) The Investor Subject to the conditions to closing set forth herein, Rohto hereby irrevocably subscribes for and agrees to purchase Securities for the number aggregate purchase price of Units five hundred thousand dollars ($500,000)(the “Subscription Amount”). The Securities to be issued to Rohto hereunder shall consist of Shares in an amount equal to the quotient of (x) the Subscription Amount, divided by (y) the Share Purchase Price, rounded down to the nearest whole number. (b) For the purposes of this Agreement, the purchase price for each Share shall be $0.50 (the “Share Purchase Price”). (c) The Company shall use its reasonable best efforts to hold the closing of the Offering (the “Closing”, and the date of the Closing, the “Closing Date”) no later than June 15, 2018. Prior to the Closing, Rohto shall deliver the Subscription Amount by wire transfer to a bank account in accordance with the wire transfer instructions set forth on Schedule A. (d) Upon receipt by the signature page hereto Company of the requisite payment for all Securities to be purchased by Rohto whose subscriptions are accepted, the Company shall, at the Per Unit Purchase PriceClosing: (i) issue to Rohto stock certificates representing the shares of Common Stock purchased at such Closing under this Agreement or deliver written evidence that such shares have been or will be issued (as of the Closing Date) in book-entry form, upon (ii) deliver to Rohto a certificate stating that the representations and warranties made by the Company in Section 3 of this Agreement are true and correct in all material respects on the date of such Closing relating to the Securities subscribed for pursuant to this Agreement as though made on and as of such Closing Date (provided, however, that representations and warranties that speak as of a specific date shall continue to be true and correct as of the Closing with respect to such date), and (iii) cause to be delivered to Rohto’s an opinion of counsel to the Company substantially in the form of Exhibit A hereto. (e) Rohto acknowledges and agrees, solely with respect to itself, that (i) the purchase of Shares by Rohto pursuant to the Offering is subject to all the terms and conditions set forth herein. The aggregate purchase price for the Units with respect to each Investor in this Agreement, and (the “Purchase Price”ii) is payable in the manner provided in Section 2(a) below. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on September ____, 2019 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor Rohto upon the execution and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered delivery to the Company in advance an instrument in form acceptable of Rohto’s signed counterpart signature page to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor such number of Units Company’s common stock (the “Shares”), par value $0.001 per share, as set forth on the signature page hereto at the Per Unit Purchase Pricehereto, upon the terms and conditions set forth herein. The for an aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in equal to the manner provided in Section 2(aproduct of (x) belowthe aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per Share as set forth on the signature page hereto. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units Shares are being offered pursuant to a registration statement on Form S-1, File No. 333-248495 (the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified “Registration Statement”). The Registration Statement will be declared effective by the Securities and Exchange Commission (the “SECCommission”) on September ____, 2019 prior to issuance of any Shares and acceptance of Investor’s subscription. The prospectus (collectively, the “Offering CircularProspectus”), which forms a part of the Registration Statement, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Investor is also urged to review Shares of the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed common stock are being offered by the Company with in the SEC pursuant amount of up to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units$48,000,000. The Company offering will accept tenders terminate at the earlier of funds to purchase (i) the Units. The Company will close date at which $48,000,000 of our Shares have been sold; (ii) the date on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, which this offering is terminated by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which ; or (iii) one hundred and eighty (180) days from the proposed Transferee effectiveness of the Registration Statement. The completion of the purchase and sale of the Shares (the “Closing”) shall acknowledge take place at a place and agree time (the “Closing Date”) to be bound specified by the representations Company. Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission and warranties acceptance of the completed subscription agreement by the Company, at each Closing (i) the Investor shall pay the Purchase Price by wire transfer of immediately available funds to the Company’s bank account (the “Offering Deposit Account”) per wire instructions as provided on the signature line below, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Delivery Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DWAC system, through the book-entry delivery of Shares on the books and records of the transfer agent in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS Electronic Book Entry Delivery Instructions.” If delivery of the Shares is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be rounded down to the nearest whole share. By payment for the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of this Subscription Agreement. No transfer of this Agreement may be made without which govern the consent of investment in the Company, which may be withheld in its sole and absolute discretionShares.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase We, the number undersigned, acting in our capacities as duly authorised signatories of Units set forth on the signature page hereto European Investment Bank, having its registered office at the Per Unit Purchase Price▇▇-▇▇▇, upon ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, L-2950 Luxembourg, Luxembourg, after having acquainted ourselves with the terms and conditions set forth herein. The aggregate purchase price for of the Units with respect to each Investor (issuance and exercise of the “Purchase Price”) is payable Warrants described in the manner provided documentation delivered to us and in Section 2(athe current subscription form, Declare that the European Investment Bank hereby subscribes, for its behalf and on its own account, [●] Tranche [A/B/C] Warrants issued by the Company representing a total subscription price equal to EUR [●] to be fully paid up against a valid, due and payable receivable (créance certaine liquide et exigible) which it owns against the Company. Done in Luxembourg, In three (3) originals, two (2) being kept by the signatory who acknowledges it, On and For and on behalf of: For and on behalf of: European Investment Bank EDAP TMS S.A. NB: the Subscriber shall add the following handwritten mention before his signature "Bon pour la souscription de [●] ([●]) Bons de Souscription d’Actions de Tranche [A/B/C] / Subscription of [●] ([●]) Tranche [A/B/C] Warrants confirmed" Schedule 7 Upon completion of any of Adjustment Event which the Company may carry out after the issuance of the Warrants, and whose Record Date (as defined below) occurs prior to the delivery date of the Warrant Shares issued or delivered upon the exercise of the Warrants, the rights of the Warrantholders will be maintained up to but excluding the delivery date of the shares by means of an adjustment to the exercise ratio, in accordance with the provisions set out below. The minimum “Record Date” is the date on which the ownership of the Shares of the Company is established in order to determine which Shareholders to whom a distribution, attribution, or an allotment, announced or approved on or before such date, should be paid, delivered or carried out. The new Exercise Ratio will be calculated to two decimal places by rounding to the nearest thousandth (with 0.005 being rounded upwards to the nearest thousandth, i.e., 0.01). Any subsequent adjustments will be carried out on the basis of such newly calculated and rounded exercise ratio. As the Warrants may only result in the delivery of a whole number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated July ____Warrant Shares, 2019 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on September ____, 2019 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which fractional entitlements will be filed by the Company with the SEC pursuant to Rule 257(b)(1settled as specified in Clause 3.6 (Fractional entitlements) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same dateAgreement. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor such number of Units Company’s common stock (the “Shares”), par value $0.001 per share, as set forth on the signature page hereto at the Per Unit Purchase Pricehereto, upon the terms and conditions set forth herein. The for an aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in equal to the manner provided in Section 2(aproduct of (x) belowthe aggregate number of Shares the Investor has agreed to purchase and (y) the Purchase Price per Share as set forth on the signature page hereto. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units Shares are being offered pursuant to a registration statement on Form S-1, File No. 333-27122 (the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified “Registration Statement”). The Registration Statement was declared effective by the Securities and Exchange Commission (the “SECCommission”) on September ____, 2019 prior to issuance of any Shares and acceptance of Investor’s subscription. The prospectus (collectively, the “Offering CircularProspectus”) which forms a part of the Registration Statement, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Univest Securities, LLC (the “Placement Agent”) as Placement Agent on a “best efforts, minimum/maximum” basis pursuant to an underwriting agreement (the “Placement Agent Agreement”). The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Placement Agents in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the Placement Agent Agreement and the Registration Statement declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor is also urged subsequent to review the declaration of effectiveness of the Registration Statement by wire transfer or ACH transfer of immediately available funds to the Company’s Form 1escrow accounts shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DWAC system, through the DRS or book-K Annual Report for its fiscal year ended December 31entry delivery of Shares on the books and records of the transfer agent. If delivery is made by book entry on the books and records of the transfer agent, 2019the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. The Placement Agent and any participating broker dealers (the “Members”) shall confirm, which via the Placement Agent Agreement, selected dealer agreement or master selected dealer agreement, as applicable, that it will comply with Exchange Act Rule 15c2-4. Payments may only be made by wire transfer or electronic deposit, and no payments may be made by check. With regards to monies being wired or sent via ACH transfer from an investor’s bank account, the Members shall request the investors send their wires or ACH transfers by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investor’s account held at the participating broker, the funds will be filed “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed instructions by the Company with the SEC pursuant investor to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing send funds to the Offeringescrow accounts. Absent unusual circumstances, the Investor acknowledges that Investor has received and reviewed a copy funds in customer accounts will be transmitted by noon of the SEC Reports and next business day. In the event that the offering does not close for any other information required by Investor to make an investment decision with respect reason prior to the Units. The Company termination date set forth in the Registration Statement, all funds deposited in the escrow accounts will accept tenders of funds be returned to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to investors promptly in accordance with the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same dateescrow agreements and applicable law. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor (i) such number of Units shares (the “Shares”) of Class A common stock, par value $0.01 per share (“Common Stock”), and (ii) a Warrant, in substantially the form delivered to the Investor herewith, to purchase such number of shares of Common Stock (the “Warrants”) of the Company, set forth on the signature page hereto, for an aggregate purchase price set forth on the signature page hereto at the Per Unit Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below). The minimum number shares of Units that Common Stock issuable upon exercise of the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500Warrants are referred to herein as the “Warrant Shares”. (b) Investor understands that The Shares, Warrants and Warrant Shares have been registered on a Registration Statement on Form S-3, Registration No. 333-150340, which registration statement (the Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified “Registration Statement”) has been declared effective by the Securities and Exchange Commission (the “SEC”) on September ____Commission, 2019 (collectively, the “Offering Circular”). The Investor has remained effective since such date and is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units effective on the same datedate hereof. (c) This subscription may ON JULY 22, 2009 (THE “CLOSING DATE”), THE INVESTOR SHALL REMIT BY WIRE TRANSFER THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE SHARES AND WARRANTS BEING PURCHASED BY THE INVESTOR TO THE FOLLOWING ACCOUNT DESIGNATED BY THE COMPANY: Account: Wave Systems Corp HSBC Bank ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Bank ABA/Routing # ▇▇▇▇▇▇▇▇▇ US Govt MM Fund: 610185055 Such funds shall be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to delivered unless (i) the Termination Date, Placement Agency Agreement (the “Placement Agreement”) between the Company and the placement agent engaged by the Company at its sole in connection with the sale and absolute discretionissuance of the Shares and Warrants (the “Placement Agent”) is terminated pursuant to the terms thereof or (ii) the conditions to closing in the Placement Agreement have not been satisfied. In additionThe Company’s obligation to issue the Shares and Warrants to the Investor will be subject to (i) the receipt by the Company of the aggregate purchase price for the Shares and Warrant being purchased hereunder as set forth on the signature page, (ii) the accuracy of the representations and warranties made by the Investor in this Agreement, (iii) the Registration Statement remaining in effect and no stop order proceedings with respect thereto being pending or threatened, and (iv) there being no objections raised by the staff of the NASDAQ Stock Market to the consummation of the sale without the approval of the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder’s stockholders. The Company will notify Investor whether proposes to enter into substantially this subscription is accepted same form of Agreement with certain other investors (whether in whole or in partcollectively with this Agreement, the “Transaction”) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of the Investor’s obligations hereunder shall terminate. In are expressly not conditioned on the event of rejection of this subscription in its entirety, purchase by any or in the event the sale all such other investors of the Units (or any portion thereof) Shares and Warrants that they have agreed to an Investor is not consummated for any reason, this Subscription Agreement purchase from the Company. The Company shall issue a press release announcing the Transaction prior to 9:30am Eastern Time on the business day immediately following the date hereof. The Placement Agent shall have no force rights in or effectto any of the funds, except for Section 5 hereof, which shall remain in full force and effectrespect of the Company’s obligation to pay the Placement Agent’s fees. (d) NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL DIRECT THE BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE SHARES ARE MAINTAINED TO SET UP A DEPOSIT/WITHDRAWAL AT CUSTODIAN (“DWAC”) INSTRUCTING THE TRANSFER AGENT TO CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES ON THE CLOSING DATE. (e) On the Closing Date, the Company shall deliver to Investor (i) the Shares via the Depository Trust Company’s (“DTC”) Deposit or Withdrawal at Custodian system via the DTC instructions set forth on the signature page hereto and (ii) the Warrants in physical, certificated form to the address set forth on the signature page hereto, such Shares and Warrants to be registered in such name or names as designated by the Investor on the signature page hereto. The terms of this Subscription Agreement Shares and Warrants shall be binding upon Investor unlegended and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for free of any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretionresale restrictions.

Subscription. The undersigned (athe “Purchaser”) The Investor hereby irrevocably subscribes for on and agrees subject to purchase the number of Units set forth on the signature page hereto at the Per Unit Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Units with respect to each Investor , from SyntheMed, Inc., a Delaware corporation (the “Purchase Corporation”), the number of units (the “Units”), set forth on the signature page hereof (the “Purchased Units”). Each Unit shall consist of (i) one common share, $0.001(US) par value per share, in the capital stock of the Corporation (a “Common Stock”) and (ii) one common share purchase warrant (a “Warrant”). Each Warrant, a sample copy of which is appended as Annex A, will entitle the holder to purchase one Common Stock up and until 5:00 p.m. (Eastern Standard Time) on September 30, 2013 upon payment of the applicable exercise price of $0.20 (US), subject to adjustment as provided in the Warrant certificate. The Purchased Units are being sold to the Purchaser in consideration for $0.20 (US) per Unit (the “Subscription Price”), and as part of an offering (the “Offering”) of up to 10,000,000 Units. If the maximum number of Units offered is payable in sold, the manner provided in Section 2(a) belowCorporation will receive gross proceeds of $2,000,000 (US). The There is no minimum number of Units that being offered, and the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that Corporation reserves the Units are being offered pursuant right to the Form 1-A Regulation A Offering Circular dated July ____accept or reject subscriptions, 2019 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on September ____, 2019 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, as and when received. ▇▇▇▇▇ Capital Limited (the “Agent”) is serving as a placement agent for any reason or for no reason, at any time prior the Offering pursuant to an agency agreement to be entered into with the Termination Date, by Corporation (the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder“Agency Agreement”). The Company will notify Investor whether this subscription Offering is accepted being made to investors resident outside the United States pursuant to exemptions from local registration, prospectus or similar requirements. The Offering is being made in reliance upon the exemption from registration under the Securities Act of 1933, as amended (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “TransfereesSecurities Act”); provided, howeverprovided by Section 4(2) thereof and/or Regulation D promulgated thereunder and/or in reliance upon Regulation S promulgated under the Securities Act and exemptions from local registration, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretionprospectus or similar requirements.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and, subject to acceptance as provided below, the Company agrees to sell and issue to Investor, such number of Units shares (the “Shares”) of Common Stock, free of restrictive legend and stop transfer orders, as are set forth on the signature page hereto, for the aggregate purchase price set forth on the signature page hereto at the Per Unit Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500). (b) Investor understands that the Units are being offered The Shares have been registered pursuant to a Registration Statement on Form S-3, Registration No. 333-268560, which registration statement (the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified “Registration Statement”) was declared effective by the Securities and Exchange Commission on December 6, 2022, and is effective on the date hereof. A final prospectus supplement relating to the offering of the Shares (the “SECProspectus Supplement”) on September ____, 2019 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing delivered to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information extent required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same datelaw. (c) This The Company may accept this Subscription at any time for all or any portion of the Shares subscribed for by executing a copy hereof as provided and notifying the Investor within a reasonable time thereafter. Upon or prior to the acceptance of this Subscription, Investor shall tender to the Company the full Purchase Price of this Subscription (or the accepted portion thereof) by wire transfer in accordance with instructions provided in writing by the Company. In the event that the Closing is not consummated on or prior to the Closing Date, unless otherwise agreed to by Investor in writing, the Purchase Price shall be returned to the Investor, without interest or deduction. The Company has the right to reject this subscription may be accepted or rejected for the Common Stock, in whole or in part, part for any reason or for no reason, and at any time prior to the Termination DateClosing (as defined below) thereon, notwithstanding prior receipt by the Company at its sole and absolute discretionInvestor of notice of acceptance of the Investor’s subscription. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of event the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, the Investor’s payment (or portion thereof if partially rejected) will be returned promptly to the Investor without interest or deduction and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall will have no force or effect, except . The Shares subscribed for Section 5 hereof, which shall remain in full force herein will not be deemed issued to or owned by the Investor until one copy of this Subscription has been executed by the Investor and effectcountersigned by the Company and the Closing with respect to the Investor’s subscription has occurred. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, Provided the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and Purchase Price has been delivered to the Company in advance an instrument in form acceptable and the Company has filed the Prospectus Supplement pursuant to Rule 424(b), the closing of Investor’s purchase of the Shares pursuant to this Subscription (the “Closing”) shall occur on or prior to the Company in its sole discretion, pursuant to which first business day after the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms date of this Subscription Agreement. No transfer (the date of the Closing, the “Closing Date”); provided that the Closing Date shall occur on or prior to the second business day after the date of this Agreement may Subscription if this Subscription is executed after 4:30 p.m. Eastern time. Upon the Closing, the Company shall cause the Shares to be delivered to the Investor, which delivery shall be made without through the consent facilities of The Depository Trust Company’s DWAC system in accordance with the Company, which may be withheld instructions set forth on the Investor’s signature page attached hereto under the heading “DWAC Instructions” or otherwise provided in its sole and absolute discretionwriting by the Investor.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor such number of Units ordinary shares (the “Shares”) of the Company, $0.001 par value per share, as set forth on the signature page hereto at the Per Unit Purchase Pricehereto, upon the terms and conditions set forth herein. The for an aggregate purchase price for (the Units with respect “Aggregate Purchase Price”) equal to each the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share (the “Purchase Price”) is payable in as set forth on the manner provided in Section 2(a) belowsignature page hereto. The minimum number of Units that Purchase Price is set forth on the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units signature page hereto. The Shares are being offered registered for sale pursuant to a Registration Statement on Form F-1, Registration No. 333-221899 (the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified “Registration Statement”). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the “SECCommission”) prior to issuance of any Shares and acceptance of Investor’s subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC, as underwriter (the “Underwriter”) on September ____a “best efforts, 2019 minimum/maximum” basis. The completion of the purchase and sale of the Shares (collectively, the “Offering CircularClosing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Upon satisfaction or waiver of all the conditions to closing set forth in the Underwriting Agreement and Registration Statement, at the Closing, (i) the Investor is also urged shall pay the Purchase Price by wire transfer of immediately available funds to review the Company’s Form 1escrow account per wire instructions as provided on the signature line below, and (ii) the Company shall cause the Shares to be delivered to the Investor with the delivery of the Shares to be made through the facilities of The Depository Trust Company’s DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions” (or, if requested by the Investor on the signature page hereto, through the electronic delivery of the Shares to the DRS account established for the Investor at the Company’s transfer agent). The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the selected dealer agreement or master selected dealer agreement that it will comply with rule 15c2-K Annual Report for its fiscal year ended December 314. In regards to monies being wired from an Investor’s bank account, 2019the Members shall request the Investors send their wires by the next business day, which however, we cannot insure the Investors will forward their respective monies as per the Rule. In regards to monies being sent from an Investor’s account held at the participating broker, the funds will be filed “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the Company with the SEC pursuant Investor to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing send funds to the Offeringescrow account. Absent unusual circumstances, the Investor acknowledges that Investor has received and reviewed a copy funds in customer accounts will be transmitted by noon of the SEC Reports next business day. In the event that funds are sent in and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will offering does not close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination DateExpiration Date set forth in the final prospectus included in the Registration Statement, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) all funds will be returned to Investor without interest Investors promptly in accordance with the escrow agreement terms and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectapplicable law. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. Bancorp covenants in favor of AltaRex and Medical that; (a) The Investor hereby irrevocably subscribes it shall, prior to the Closing Time, secure financing, which is to be applied, immediately following the Effective Time, to complete the subscription for the Notes and agrees such number of AltaRex New Common Shares so as to purchase constitute 45% of the voting shares of Twin Butte following the completion of the Arrangement, for total subscription proceeds of $6,150,000; provided that, (i) on a post-Closing basis, the number of: (A) Notes owned by Bancorp shall equal 100% of Units set forth on the signature page hereto at Notes; (B) AltaRex New Common Shares owned by Bancorp will equal 45% of the Per Unit Purchase Priceoutstanding AltaRex New Common Shares; and (C) AltaRex New Common Shares owned by the original shareholders of AltaRex will equal 55% of the AltaRex New Common Shares; (ii) the amount of $6,150,000 shall be deposited into trust with ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP (“BJ”), upon the terms counsel to Bancorp, prior to Closing and conditions set forth herein. The aggregate purchase price for the Units with respect to each Investor shall be advanced as follows: (A) $5,045,000 (the “Purchase PriceMedical Transfer Amount”) is payable in shall be released by BJ to AltaRex for the manner provided in Section 2(apurpose of subscribing for shares of Medical at the Effective Time, subject to subsection (iii) below. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500.; and (bB) Investor understands that $1,105,000 shall be retained by AltaRex for ongoing working capital following the Units are being offered pursuant Arrangement; (iii) an amount equal to $50,000 shall be withheld from the Form 1-A Regulation A Offering Circular dated July ____, 2019 Medical Transfer Amount and its exhibits as filed with shall be retained by BJ for the payment of any third party accrued liabilities or accounts payable of AltaRex up to and qualified by including the Securities and Exchange Commission Closing Date which remain unpaid at the Closing (the “SEC”) on September ____, 2019 (collectively, the “Offering CircularClosing Debts”). The Investor is also urged to review BJ, on behalf of AltaRex, shall pay the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by amount of any Closing Debts as they come due and AltaRex shall provide Medical with a full and complete accounting respecting all payments (including copies of all third party invoices in respect of the Company with the SEC Closing Debts) made pursuant to Rule 257(b)(1this subsection; and (iv) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC notwithstanding anything contained in subsection (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”iii). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy amount of any holdback under subsection (iii) less the SEC Reports and amount of any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement Closing Debts paid shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, remitted to Medical 60 days after the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretionClosing Date.

Subscription. (a) The Investor hereby irrevocably subscribes for On the date hereof, the Buyer shall buy and the Seller agrees to sell and issue to the Buyer 24,753 shares of the Seller’s common stock (the “Shares”) for a per share purchase price of $4.04 and 4,951 warrants (the number “Warrants”), in the form of Units Exhibit A attached hereto, to purchase up to 4,951 shares of the Seller’s common stock (the “Warrant Shares”), on the date hereof, for an aggregate purchase price of $100,002.12 (the “Purchase Price”). b) The Shares, Warrants and Warrant Shares have been registered on a Form S-3, File No. 333-73798, which registration statement (the “Registration Statement”) has been declared effective by the Securities and Exchange Commission, has remained effective since such date and is effective on the date hereof. c) On the date hereof, the Seller shall deliver the certificates representing the Shares, which Shares shall be unlegended and free of any resale restrictions, to the Buyer at the address set forth on the signature page hereto and the Buyer shall have wired the Purchase Price to the Seller pursuant to the wire instructions set forth below. Within 2 business days of the date hereof, the Seller shall deliver the Warrants to the Buyer, which Warrants shall be unlegended and free of any resale restrictions, except as otherwise provided therein, to the Buyer at the Per Unit Purchase Priceaddress set forth on the signature page hereto. The Warrant Shares, upon exercise of the terms Warrants, shall be, when issued, unlegended and conditions set forth hereinfree of any resale restrictions. The aggregate purchase price for Both parties hereby agree and acknowledge that delivery of the Units Shares and Warrants unlegended and free of any resale restrictions (except as otherwise provided therein) is a material obligation of the Seller and furthermore, with respect to each Investor (the “Purchase Price”) parties obligations hereunder, time is payable in the manner provided in Section 2(a) below. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on September ____, 2019 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same dateessence. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor such number of Units shares (the “Shares”) of the Company’s common stock, $0.001 par value per share, as set forth on the signature page hereto at the Per Unit Purchase Pricehereto, upon the terms and conditions set forth herein. The for an aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in equal to the manner provided in Section 2(aproduct of (i) belowthe aggregate number of Shares the Investor has agreed to purchase, and (ii) the purchase price per share (the “Purchase Price”) as set forth on the signature page hereto. The minimum number of Units that Purchase Price is set forth on the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units signature page hereto. The Shares are being offered pursuant to the an offering statement on Form 1-A Regulation A A, File No. 024-10809 (the “Offering Circular dated July ____, 2019 and its exhibits as filed with and Statement”). The Offering Statement will have been qualified by the Securities and Exchange Commission (the “SECCommission”) on September ____, 2019 prior to issuance of any Shares and acceptance of Investors’ subscription. The offering circular (collectively, the “Offering Circular”) which forms a part of the Offering Statement, however, is subject to change. A final Offering Circular and/or supplement to the Offering Circular will be delivered to the Investor as required by law. The Shares are being offered by Alexander Capital L.P. (the “Selling Agent”) as selling agent on a “best efforts” basis. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Selling Agent in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the Selling Agency Agreement between the Company and the Selling Agent and Offering Statement, at the Closing: (i) the Investor shall pay the Purchase Price by check or by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below, and (ii) if the Company is eligible, the Company shall cause the Shares to be delivered to the Investor with the delivery of the Shares to be made through the facilities of The Depository Trust Company’s DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions” (or, if the Company is not eligible to use the facilities of The Depository Trust Company’s DWAC system or if requested by the Investor on the signature page hereto, through the physical delivery of certificates evidencing the Shares to the residential or business address indicated thereon). The Investor is also urged Selling Agent and any participating broker dealers (the “Members”) shall confirm, via the selected dealer agreement or master selected dealer agreement that it will comply with Exchange Act Rule 15c2-4. As per Exchange Act Rule 15c2-4 and FINRA Notice to review Members Rule 84-7 (the Company’s Form 1-K Annual Report for its fiscal year ended December 31“Rule”), 2019, which all checks that are accompanied by a subscription agreement will be filed promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regards to monies being wired from an investor’s bank account, the Members shall request the investors send their wires by the next business day, however, the Company with cannot insure the SEC pursuant investors will forward their respective monies as per the Rule. In regards to Rule 257(b)(1) monies being sent from an investor’s account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of Regulation A a completed subscription document and any Form 1-U Current Reports pursuant to Regulation A filed completed wire instructions by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred investor to as the “SEC Reports”). By subscribing send funds to the Offeringescrow account. Absent unusual circumstances, the Investor acknowledges that Investor has received and reviewed a copy funds in customer accounts will be transmitted by noon of the SEC Reports next business day. In the event that funds are sent in and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will offering does not close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination DateDate set forth in the final Offering Statement, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) all funds will be returned to Investor without interest investors promptly in accordance with the escrow agreement terms and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectapplicable law. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor such number of Units (the “Units” and each a “Unit”) each Unit consisting of one share of common stock, par value $0.001 per share (the “Common Stock”), as set forth on the signature page hereto at the Per Unit Purchase Pricehereto, upon the terms and conditions set forth herein. The for an aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in equal to (x) the manner provided in Section 2(a) below. The minimum product of the aggregate number of Units that the Investor may has agreed to purchase and (y) the purchase price per Unit as set forth on the signature page hereto. The Purchase Price is two thousand (2,000)Units for set forth on the signature page hereto. The Units have been registered on a subscription price of $2,500. (b) Investor understands that the Units are being offered pursuant to the Registration Statement on Form 1-A Regulation A Offering Circular dated July A, Registration No.: ____, 2019 and its exhibits as filed with and qualified ___________ (the “Registration Statement”). The Registration Statement has been declared effective by the Securities and Exchange Commission (the “SECCommission”) and is effective on September ____, 2019 (collectively, the “Offering Circular”)date hereof. A final offering circular will be delivered to the Investor as required by law. The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy completion of the SEC Reports purchase and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereofthe “Closing”) shall take place at a place and time (the “Closing Date”) to an Investor is not consummated for any reasonbe specified by the Company in accordance with the Securities Exchange Act of 1934, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. as amended (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “TransfereesExchange Act”); provided. Upon satisfaction or waiver of all the conditions to closing set forth in the Agreement, howeverat the Closing, that for any such (i) the Investor shall pay the Purchase Price by wire transfer of immediately available funds to the Company’s bank account per wire instructions as provided by the Company, and (ii) the Company shall cause the (a) Common Stock to be deemed effective, the Transferee shall have executed and delivered to the Company Investor with the delivery of the Common Stock to be made through the facilities of The Depository Trust Company’s DWAC system in advance an instrument in form acceptable accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions” (or, if requested by the Investor on the signature page hereto, through the physical delivery of certificates evidencing the Common Stock to the Company in its sole discretionresidential or business address indicated thereon). Funds for the Purchase Price should be wired to: BrannellyLaw, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the CompanyPLLC Trust Account c/o Eco Bright Future Inc. ▇▇▇▇▇ Fargo Bank 420 Montgomery, which may be withheld in its sole and absolute discretion.▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Account name: BrannellyLaw, PLLC Account number: 3930919844 Wire Routing Number ▇▇▇▇▇▇▇▇▇ SWIFT Code: ▇▇▇▇▇▇▇▇

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor such number of Units shares (the “Shares”) of the Company’s ordinary shares, no par value per share, as set forth on the signature page hereto at the Per Unit Purchase Pricehereto, upon the terms and conditions set forth herein. The for an aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in equal to the manner provided in Section 2(aproduct of (x) belowthe aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share (the “Purchase Price”) as set forth on the signature page hereto. The minimum number of Units that Purchase Price is set forth on the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units signature page hereto. The Shares are being offered pursuant to a registration statement on Form F-1, File No. 333-216694 (the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified “Registration Statement”). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the “SECCommission”) on September ____, 2019 prior to issuance of any Shares and acceptance of Investor’s subscription. The offering prospectus (collectively, the “Offering CircularProspectus”) which forms a part of the Registration Statement, however, is subject to change. A final prospectus (the “Prospectus”) and/or supplement to the Prospectus will be delivered to the Investor as required by law. The Shares are being offered by Network 1 Financial Securities, Inc. (the “Selling Agent”) as selling agent on a “best efforts, minimum/maximum” basis. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Selling Agent in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the Selling Agency Agreement and Registration Statement, at the Closing, (i) the Investor shall pay the Purchase Price by check or by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below, and (ii) the Company shall cause the Shares to be delivered to the Investor with the delivery of the Shares to be made through the facilities of The Depository Trust Company’s DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions” (or, if requested by the Investor on the signature page hereto, through the issuance of an electronic certificate evidencing the Shares being held by the Transfer Agent for the benefit of the Investor in Direct Registration Statement format “DRS”). The Investor is also urged Selling Agent and any participating broker dealers (the “Members”) shall confirm, via the selected dealer agreement or master selected dealer agreement that it will comply with Exchange Act Rule 15c2-4. As per Exchange Act Rule 15c2-4 and FINRA Notice to review Members Rule 84-7 (the Company’s Form 1-K Annual Report for its fiscal year ended December 31“Rule”), 2019, which all checks that are accompanied by a subscription agreement will be filed promptly sent along with the subscription agreements to the escrow account by noon the next business day. With regards to monies being wired from an investor’s bank account, the Members shall request the investors send their wires by the next business day, however, the Company with cannot insure the SEC pursuant investors will forward their respective monies as per the Rule. With regards to Rule 257(b)(1) monies being sent from an investor’s account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of Regulation A a completed subscription document and any Form 1-U Current Reports pursuant to Regulation A filed completed wire instructions by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred investor to as the “SEC Reports”). By subscribing send funds to the Offeringescrow account. Absent unusual circumstances, the Investor acknowledges that Investor has received and reviewed a copy funds in customer accounts will be transmitted by noon of the SEC Reports next business day. In the event that funds are sent in and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will offering does not close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination DateDate set forth in the final Registration Statement, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) all funds will be returned to Investor without interest investors promptly in accordance with the escrow agreement terms and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectapplicable law. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. The undersigned (asometimes referred to herein as the “Investor”) The Investor hereby irrevocably subscribes for and agrees to purchase the number principal amount of Units set forth on the signature page hereto at Notes (as defined below) of Kairos Pharma, Ltd., a California corporation (the Per Unit Purchase Price“Company” or “Kairos”), upon for the terms and conditions set forth herein. The aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable set forth on the signature page hereto, on the terms and conditions described herein and in the manner provided in Section 2(a) below. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated July ____Exhibits A, 2019 B, C, D, E, F and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on September ____, 2019 G hereto (collectively, the “Offering CircularDocuments”). Terms not defined herein are as defined in the Offering Documents. The Investor Company is also urged seeking to review raise, through a private placement of the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by the Company with the SEC Notes pursuant to Rule 257(b)(1506(b) promulgated under the Securities Act of Regulation A and any Form 1-U Current Reports pursuant 1933, as amended, up to Regulation A filed by $3,000,000 principal amount of Notes (the “Maximum Offering Amount”) in this Offering, although the Company with and Boustead reserve the SEC (all such reportsright, together with in their sole discretion, to increase the Maximum Offering Circular are hereinafter collectively referred Amount of Notes to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges an aggregate principal amount that Investor has received and reviewed a copy is in excess of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units$3,000,000. The Company will accept tenders minimum amount of funds investment required from any one subscriber to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the participate in this Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided$25,000, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to reserves the Company right, in its sole discretion, pursuant to which accept subscriptions less than this amount. All references to $ or “dollar(s)” means United States dollars. The undersigned acknowledges that the proposed Transferee shall acknowledge Company has engaged Boustead Securities, LLC (“Boustead” or “Placement Agent”) as its exclusive placement agent in connection with this offering. The Offering will commence on the date of this Investor Package and agree to be bound continue until the earlier of the sale of all $3,000,000 of Notes or September 30, 2022, unless extended by the representations Company and warranties Boustead in their sole discretion, to as late as October 15, 2022 (the “Expiration Date”). The Offering has no minimum dollar principal amount of Notes that must be sold to complete the Offering and all proceeds from the sale of Notes, net of commissions and fees payable to Boustead will be delivered to the Company at the Initial Closing and subsequent Closings described below. The undersigned Investor and together with other purchasers of Notes in the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretionOffering are sometimes collectively referred to herein as “Subscribers.”

Subscription. (a1) The Investor Subject to the conditions to closing set forth herein, each Purchaser hereby irrevocably subscribes for and agrees to purchase Securities for the number of Units aggregate purchase price set forth on the signature page of such Purchaser hereto (the “Subscription Amount”). The Securities to be issued to a Purchaser hereunder shall consist of (i) Shares in an amount equal to the quotient of (x) the Subscription Amount, divided by (y) the Offering Price, rounded down to the nearest whole number, and (ii) a Warrant to purchase such number of shares of Common Stock to be determined based on a ratio of one (1) share of Common Stock for every three and one-third (3-1/3) (the “Warrant Fraction”) Shares purchased hereunder, rounded down to the nearest whole number. The Company shall allocate the Subscription Amount between the Shares and the Warrants prior to the Closing (as defined below) and provide notice to the Purchasers of such allocation. (2) For purposes of this Agreement, the “Offering Price” shall be $1.72, which shall be the sum of (i) the price per Share to be paid by the Purchasers, which shall equal or exceed the last closing bid price of the Common Stock prior to the entering into of this Agreement, plus (ii) the price for the portion of the Warrant relating to such Share to be paid by the Purchasers, which shall be $0.125 multiplied by the Warrant Fraction. The aggregate Offering Price to be paid by a Purchaser shall be rounded up to the nearest whole cent. (3) As soon as possible, but no later than three (3) business days after the date of this Agreement, the Company shall hold the closing of the Offering (the “Closing” and the date of the Closing, the “Closing Date”). Prior to the Closing, each Purchaser shall deliver the applicable Subscription Amount, by wire transfer to such escrow account in accordance with the wire transfer instructions set forth on Schedule A, and such amount shall be held in the manner described in Paragraph (4) below. There is a $9 million minimum subscription amount required for the Closing. (4) All payments for Securities made by the Purchasers will be deposited as soon as practicable for the undersigned’s benefit in an escrow account. Payments for Securities made by the Purchasers will be returned promptly, prior to the Closing, without interest or deduction, if, or to the extent, the undersigned’s subscription is rejected or the Offering is terminated for any reason. (5) Upon receipt by the Company of the requisite payment for all Securities to be purchased by the Purchasers whose subscriptions are accepted, the Company shall, at the Per Unit Purchase PriceClosing and as a condition thereof: (i) issue to each Purchaser a Warrant to purchase such number of shares of Common Stock calculated in accordance with Paragraph (1) above; (ii) deliver to the Purchasers and to O▇▇▇▇▇▇▇▇▇▇ & Co. Inc., the placement agent for the Offering (the “Placement Agent”), a certificate stating that the representations and warranties made by the Company in Section C of this Agreement were true and correct in all respects when made and are true and correct in all respects on the date of the Closing relating to the Securities subscribed for pursuant to this Agreement as though made on and as of the Closing Date (provided, however, that representations and warranties that speak as of a specific date shall continue to be true and correct as of the Closing with respect to such date); and (iii) cause to be delivered to the Placement Agent and the Purchasers an opinion of Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP substantially in the form of Exhibit A hereto and reasonably acceptable to counsel for the Placement Agent. At the closing or as promptly after the Closing as is practicable, the Company shall issue to each Purchaser stock certificates representing the shares of Common Stock purchased at the Closing under this Agreement. (6) Each Purchaser acknowledges and agrees that this Agreement shall be binding upon such Purchaser upon the execution and delivery to the Company, in care of the Placement Agent, of such Purchaser’s signed counterpart signature page to this Agreement unless and until the Company or the Placement Agent shall reject the subscription being made hereby by such Purchaser. (7) Each Purchaser agrees that each of the Company and the Placement Agent may reduce such Purchaser’s subscription with respect to the number of Shares and Warrants to be purchased without any prior notice or further consent by such Purchaser. If such a reduction occurs, the part of the Subscription Amount attributable to the reduction shall be promptly returned, without interest or deduction. (8) Each Purchaser acknowledges and agrees that the purchase of Shares and Warrants by such Purchaser pursuant to the Offering is subject to all the terms and conditions set forth herein. The aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500this Agreement. (b) Investor understands that the Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on September ____, 2019 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor such number of Units (the “Units” and each a “Unit”) each Unit consisting of one share of common stock, par value $0.001 per share (the “Common Stock”), as set forth on the signature page hereto at the Per Unit Purchase Pricehereto, upon the terms and conditions set forth herein. The for an aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in equal to (x) the manner provided in Section 2(a) below. The minimum product of the aggregate number of Units that the Investor may has agreed to purchase and (y) the purchase price per Unit as set forth on the signature page hereto. The Purchase Price is two thousand (2,000)Units for set forth on the signature page hereto. The Units have been registered on a subscription price of $2,500. (b) Investor understands that the Units are being offered pursuant to the Registration Statement on Form 1-A Regulation A Offering Circular dated July A, Registration No.: ____, 2019 and its exhibits as filed with and qualified ___________ (the “Registration Statement”). The Registration Statement has been declared effective by the Securities and Exchange Commission (the “SECCommission”) and is effective on September ____, 2019 (collectively, the “Offering Circular”)date hereof. A final offering circular will be delivered to the Investor as required by law. The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy completion of the SEC Reports purchase and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereofthe “Closing”) shall take place at a place and time (the “Closing Date”) to an Investor is not consummated for any reasonbe specified by the Company in accordance with the Securities Exchange Act of 1934, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. as amended (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “TransfereesExchange Act”); provided. Upon satisfaction or waiver of all the conditions to closing set forth in the Agreement, howeverat the Closing, that for any such (i) the Investor shall pay the Purchase Price by wire transfer of immediately available funds to the Company’s bank account per wire instructions as provided by the Company, and (ii) the Company shall cause the (a) Common Stock to be deemed effective, the Transferee shall have executed and delivered to the Company Investor with the delivery of the Common Stock to be made through the facilities of The Depository Trust Company’s DWAC system in advance an instrument in form acceptable accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions” (or, if requested by the Investor on the signature page hereto, through the physical delivery of certificates evidencing the Common Stock to the Company in its sole discretionresidential or business address indicated thereon). Funds for the Purchase Price should be wired to: BrannellyLaw, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the CompanyPLLC Trust Account c/o PGD Eco Solutions, which may be withheld in its sole and absolute discretion.Inc. ▇▇▇▇▇ Fargo Bank 420 Montgomery, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Account name: BrannellyLaw, PLLC Account number: 3930919844 Wire Routing Number ▇▇▇▇▇▇▇▇▇ SWIFT Code: ▇▇▇▇▇▇▇▇

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor such number of Units shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), set forth on the signature page hereto at for the Per Unit Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for set forth on the Units with respect to each Investor signature page hereto (the “Purchase Price”) is payable in the manner provided in Section 2(a) below). The minimum number shares of Units that Common Stock to be issued to Investor are hereinafter referred to as the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500“Shares”. (b) Investor understands that The Shares have been registered on a Form S-3, File No. 333-161281, which registration statement (the Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified “Registration Statement”) has been declared effective by the Securities and Exchange Commission Commission, has remained effective since such date and is effective on the date hereof. The Shares are being issued in connection with an offering (the “SECOffering”) on September ____described in a Prospectus Supplement dated October 5, 2019 2009, along with the Base Prospectus dated August 21, 2009, which has been delivered to the Investor (collectively, the “Offering CircularProspectus”). c) On October 8, 2009 (the “Closing Date”), in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended, and subject to the satisfaction or waiver of all of the closing conditions set forth in the Placement Agency Agreement (the “Placement Agreement”), dated October 2, 2009, by and among the Company and the placement agent named therein (the “Placement Agent”), the Placement Agent will disburse, or cause to be disbursed, to the Company an amount equal to the Purchase Price for such Shares, less its commissions and reimbursable expenses. The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed Upon receipt of such disbursement by the Company and the Placement Agent, the Company shall immediately cause the Shares to be delivered directly to Investor. The transfer of the Shares shall be made through the facilities of The Depository Trust Company’s DWAC system in accordance with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units instructions set forth on the same datesignature page attached hereto under the heading “DWAC Instructions. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor such number of Units Company’s ordinary shares (the “Shares”), par value $0.0005 per share, as set forth on the signature page hereto at the Per Unit Purchase Pricehereto, upon the terms and conditions set forth herein. The for an aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in equal to the manner provided in Section 2(aproduct of (x) belowthe aggregate number of Shares the Investor has agreed to purchase and (y) the Purchase Price per Share as set forth on the signature page hereto. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units Shares are being offered pursuant to a registration statement on Form F-1, File No. 333-[-----] (the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified “Registration Statement”). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the “SECCommission”) on September ____, 2019 prior to issuance of any Shares and acceptance of Investor’s subscription. The prospectus (collectively, the “Offering CircularProspectus”) which forms a part of the Registration Statement, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Univest Securities, LLC (the “Underwriter”) as Underwriter on a “best efforts, minimum/maximum” basis pursuant to an underwriting agreement (the “Underwriting Agreement”). The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the Underwriter Agreement and the Registration Statement declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor is also urged subsequent to review the declaration of effectiveness of the Registration Statement by wire transfer or ACH transfer of immediately available funds to the Company’s Form 1escrow accounts shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DWAC system, through the DRS or book-K Annual Report for its fiscal year ended December 31entry delivery of Shares on the books and records of the transfer agent. If delivery is made by book entry on the books and records of the transfer agent, 2019the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. The Underwriter and any participating broker dealers (the “Members”) shall confirm, which via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that it will comply with Exchange Act Rule 15c2-4. Payments may only be made by wire transfer or ACH transfer, and no payments may be made by check. With regards to monies being wired or sent via ACH transfer from an investor’s bank account, the Members shall request the investors send their wires or ACH transfers by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investor’s account held at the participating broker, the funds will be filed “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed instructions by the Company with the SEC pursuant investor to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing send funds to the Offeringescrow accounts. Absent unusual circumstances, the Investor acknowledges that Investor has received and reviewed a copy funds in customer accounts will be transmitted by noon of the SEC Reports and next business day. In the event that the offering does not close for any other information required by Investor to make an investment decision with respect reason prior to the Units. The Company termination date set forth in the Registration Statement, all funds deposited in the escrow accounts will accept tenders be returned to investors by noon of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to second Banking Day following termination in accordance with the terms of the Offering Circularescrow agreements and applicable law. As A “Banking Day” is any day other than a resultSaturday, not all Investors will receive their Units on the same date. (c) This subscription may be accepted Sunday or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units day that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor a New York State chartered bank is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer legally obligated to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretionopen.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell to Investor such number of Units shares (the “Shares”) of the Company’s ordinary share, $0.0001 par value per share (the “Ordinary share”), as set forth on the signature page hereto at the Per Unit Purchase Pricehereto, upon the terms and conditions set forth herein. The for an aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in equal to the manner provided in Section 2(aproduct of (x) belowthe aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units Shares are being offered registered for sale pursuant to a Registration Statement on Form F-1, Registration No. 333-[ ] (the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified “Registration Statement”). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the “SECCommission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on September ____a “best efforts” up to $21,000,000. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, 2019 as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement and any amendment, the terms of which govern the investment in the Shares. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the sales agency agreement, selected dealer agreement or master selected dealer agreement, as applicable, that it will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority, Inc. (collectively, the “Offering CircularRule”). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which all checks that are accompanied by a subscription agreement will be filed promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the Company with business day immediately following the SEC pursuant receipt of a completed subscription document. In regards to Rule 257(b)(1) monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of Regulation A a completed subscription document and any Form 1-U Current Reports pursuant to Regulation A filed completed wire instructions by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred investor to as the “SEC Reports”). By subscribing send funds to the Offeringescrow account. Absent unusual circumstances, the Investor acknowledges that Investor has received and reviewed a copy funds in customer accounts will be transmitted by noon of the SEC Reports and next business day. In the event that the offering does not close for any other information required by Investor to make an investment decision with respect reason prior to the Units. The Company termination date set forth in the Registration Statement, all funds deposited in the escrow account will accept tenders of funds be returned to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to investors promptly in accordance with the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same dateescrow agreement and applicable law. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) 1.1 The Investor undersigned hereby irrevocably subscribes for and agrees to purchase (i) the number of Units shares (the "SHARES") of American depositary shares (the "ADSS"), each ADS representing one ordinary share, 20 ▇▇▇▇▇ per share nominal value, of Insignia Solutions plc (each an "ORDINARY SHARE"), a public limited company organized and existing under the laws of England and Wales (the "COMPANY"), indicated on the signature page attached hereto at a price of $5.00 per Share (the "ISSUE PRICE") and (ii) warrants (the "WARRANTS") in the form of EXHIBIT A attached hereto to subscribe for an additional number of ADSs set forth on the signature page pages attached hereto at the Per Unit Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable such additional ADSs in the manner provided in Section 2(a) below. The minimum number aggregate issuable from time to time upon exercise of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that Warrants, collectively the Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on September ____, 2019 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports"WARRANT SHARES" and, together with the Offering Circular are hereinafter collectively referred to as Shares and the “SEC Reports”Warrants, the "SECURITIES"). By subscribing At or prior to the OfferingClosing Date (as defined below), the Investor acknowledges that Investor has received and reviewed a copy undersigned will make payment by wire transfer of funds in accordance with instructions from the Company in the full amount of the SEC Reports and purchase price of the Shares for which the undersigned is subscribing (the "PAYMENT"). 1.2 The undersigned understands that it will not earn interest on any other information required funds held by Investor to make an investment decision with respect the Company prior to the Units. The Company will accept tenders date of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms closing of the Offering Circular(as hereinafter defined). As a result▇▇▇▇▇▇▇▇▇ & Company, not all Investors Inc. (the "PLACEMENT AGENT") and the Company will receive their Units hold the closing of the Offering (the "CLOSING") on November 24, 2000 or such other date as the same date. Company and the Placement Agent shall agree (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, "CLOSING DATE"). Simultaneously with receipt by the Company of the requisite payment for all Securities to be purchased by the subscribers whose subscriptions are accepted (each, a "SUBSCRIBER") at the Closing and subject to the satisfaction of certain conditions, the Securities so purchased will be issued in the name of each such Subscriber or its sole custodian, if any, as requested by such Subscriber. 1.3 The undersigned hereby agrees to be bound hereby upon (i) execution and absolute discretion. In addition, delivery to the Company, at its sole and absolute discretion, may allocate to Investor only a portion in care of the number Placement Agent, of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned signature page to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (dii) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, acceptance on the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to Closing Date by the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretionundersigned's subscription (the "SUBSCRIPTION").

Subscription. (a) The a. As of the date written above, the Investor hereby irrevocably subscribes for and agrees to purchase from the Company the number of Units Common Shares set forth on the signature page hereto at the Per Unit Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Units with respect to each Investor of this Subscription Agreement (the “Purchase PriceInvestor Committed Shares”, as may be decreased by any Non-Redeemed Shares (as defined below) is payable in the manner provided in Section 2(a) below. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated July ____Section 1(b), 2019 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on September ____, 2019 (collectively, the “Offering CircularShares”)) on the terms and subject to the conditions provided for herein. The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by acknowledges and agrees that the Company with reserves the SEC pursuant right to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by accept or reject the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, Investor’s subscription for the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, Committed Shares for any reason or for no reason, in whole or in part, at any time prior to its acceptance, and the Termination Date, same shall be deemed to be accepted by the Company at its sole and absolute discretion. In addition, only when this Subscription Agreement is signed by a duly authorized person by or on behalf of the Company, ; the Company may do so in counterpart form. The Company or Placement Agents (defined below) shall notify the Investor in writing at its sole and absolute discretion, may allocate least two (2) business days in advance of the Closing (as defined below) if the Company elects to Investor only a portion of reduce the number of Investor Committed Shares to be issued and sold to the Units Investor hereunder. b. Notwithstanding anything to the contrary contained in this Subscription Agreement, if (i) the Investor is not a beneficial or record owner of the Target’s equity or an affiliate of the Company prior to the Closing (as defined below); (ii) the Investor holds any Common Shares (including Common Shares acquired prior to the date of this Subscription Agreement), along with any related Redemption Rights (as defined below) (such Investor Committed Shares, the “Eligible Shares”) as of the fifth calendar day after the effectiveness of the Company’s registration statement on Form S-4 (the “S-4 Registration Statement”); and (iii) the Investor (1) does not exercise any right to redeem or convert Common Shares in connection with the redemption conducted by the Company in accordance with the Company’s organizational documents and final IPO prospectus in conjunction with the Transaction Closing (“Redemption Rights”) with respect to such Eligible Shares (including revoking any prior redemption or conversion elections made with respect to such Eligible Shares), (2) does not Transfer such Eligible Shares prior to the Closing Date (as defined below), and (3) votes such Eligible Shares in favor of each proposal contained in the Company’s proxy statement seeking shareholder approval of the Transaction (the “Proxy Statement”), then such Eligible Shares shall be “Non-Redeemed Shares”, and the number of Investor Committed Shares the Investor is obligated to purchase under this Subscription Agreement may be reduced by the number of Non-Redeemed Shares. In order to decrease the Investor Committed Shares, the Investor must, at least five (5) business days prior to the date of the Company’s special shareholders meeting to be held pursuant to the Proxy Statement seeking shareholder approval of the Transaction, deliver to the Company a certificate in the form attached hereto as Exhibit B, and shall further, upon the Company’s request, promptly provide such additional documents reasonably requested by the Company relating to the Eligible Shares. “Transfer” means any (i) sale, offer to sell, contract or agreement to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to any relevant securities, (ii) entry into any swap or other arrangement that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether transfers to another, in whole or in part, any of the economic consequences of ownership of any relevant securities, or (iii) public announcement of any intention to effect any transaction specified in clause (i) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectii). (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor Subject to the terms and conditions of this Agreement, the undersigned hereby irrevocably subscribes for Interests in the Partnership and agrees to purchase make an aggregate Capital Contribution (the number of Units "Aggregate Capital Contribution") to the Partnership in respect thereof in the amount set forth on the signature page hereto at hereof and agrees (i) to become a Limited Partner and (ii) to pay such Aggregate Capital Contributions to the Per Unit Purchase Price, upon Partnership in accordance with the terms of the Partnership Agreement and conditions set forth hereinthis Agreement. The aggregate purchase price for Upon the Units with respect execution of this Agreement and the Partnership Agreement, the undersigned is paying to each Investor the Partnership an amount equal to .0001% of the Aggregate Capital Contribution. At the closing of the merger under the merger agreement (the “Purchase Price”) is payable in "Closing"), the manner provided in Section 2(aundersigned shall make an additional Capital Contribution to the Partnership of an amount equal to 99.999% of the Aggregate Capital Contribution, less any Capital Contributions made pursuant to paragraph (b) below. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that To the Units are being offered pursuant extent that, from time to time prior to the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on September ____, 2019 (collectivelyClosing, the “Offering Circular”). The Investor is also urged to review General Partner notifies the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reportsundersigned, together with all other Partners, that the Offering Circular are hereinafter collectively referred Partnership has incurred actual reasonable out-of-pocket expenses (the "Expenses"), in connection with (i) obtaining the insurance required by Section 8.8(c) of the Partnership Agreement, (ii) leasing office space for the General Partner, and reasonable overhead expenses in connection therewith, and (iii) payments to as unrelated third parties in connection with satisfying the “SEC Reports”). By subscribing conditions under the financing agreements entered into in connection with the Merger Agreement, the undersigned will make an additional Capital Contribution (an "Expense Capital Contribution") to the OfferingPartnership, within five days of such notice, in an amount equal to its pro rata portion (based on the Investor acknowledges that Investor has received and reviewed a copy relative actual Capital Contributions of all Partners) of the SEC Reports Expenses, and any other information such Expense Capital Contribution shall be treated as an advance payment of a portion of the Aggregate Capital Contribution required to be paid at the Closing pursuant to paragraph (a); provided that the aggregate Capital Contributions required to be made by Investor all Partners for such Expenses shall in no event exceed $600,000; provided further that in no event shall any such Expense Capital Contribution increase the Aggregate Capital Contribution which the undersigned has agreed to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same dateunder this Agreement. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer undersigned herewith tenders two signed copies of this Agreement may be made without the consent and an executed signature page of the Company, which may be withheld in its sole and absolute discretionPartnership Agreement.

Subscription. (a1) The Investor undersigned hereby irrevocably subscribes for for, and agrees to purchase purchase, the number of Units set forth indicated on the signature page hereto at a purchase price per Unit equal to the Per Unit Purchase Price. Upon execution and delivery hereof, upon the undersigned shall deliver to the Placement Agent in accordance with the terms hereof either a check or evidence that a wire transfer has been made to in accordance with this Subscription Agreement and conditions set forth herein. The aggregate the instructions hereto, in the full amount of the purchase price for of the Units with respect to each Investor for which the undersigned is subscribing (the “Purchase Price”) is payable "PAYMENT"). In the event that the undersigned shall elect to deliver the Payment in the manner provided in Section 2(aform of a check to the Placement Agent, such check should have a notation thereon that such check relates to the Clean Water Technologies, Inc. (dba SheerVision, Inc.) below. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500private placement. (b2) Investor understands that The Payment (or, in the Units are being offered pursuant to case of rejection of a portion of the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on September ____, 2019 (collectivelyundersigned's subscription, the “Offering Circular”). The Investor is also urged part of the Payment relating to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which such rejected portion) will be filed by returned promptly, without interest, if the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This undersigned's subscription may be accepted or is rejected in whole or in part. The Company and the Placement Agent will hold an initial closing of the Offering (the "INITIAL CLOSING") at such time as the Company and the Placement Agent may together determine with no requirement that a minimum number of Units be sold thereat, for any reason or for no reasonand from time to time thereafter (each an "ADDITIONAL CLOSING"). ACCORDINGLY, at any THE UNDERSIGNED UNDERSTANDS THAT THE COMPANY MIGHT ACCEPT SUBSCRIPTIONS FROM ONE OR MORE SUBSCRIBERS EVEN IF NO MINIMUM AMOUNT OF UNITS IS SOLD. The Company and the Placement Agent expect to hold Additional Closings from time prior to time after the Initial Closing on the basis described herein. The Offering will terminate upon the earlier to occur of (i) the sale of all of the Units (including such Units that are subject to the Termination DatePlacement Agent's overallotment option, as described in the Memorandum) or (ii) expiration of the Offering at 3:00 p.m., Eastern Time, on May 22, 2006, which date may be extended for up to 45 days at the discretion of the Company and the Placement Agent (the "FINAL CLOSING"). Upon receipt by the Company of the Payment for Units to be purchased hereunder by subscribers whose subscriptions are accepted (each, a "PURCHASER") at its sole and absolute discretion. In additionthe Initial Closing or any Additional Closing (each a "CLOSING"), the Companysubscriber for the Units so purchased will be registered on the relevant securities registers of the Company as the record owner of the securities included in the Units so purchased and the Company shall deliver to the Purchaser: an executed Note in the form included in the Disclosure Materials, at its a stock certificate representing the number of shares of Common Stock equal to the product of (i) 16,667 and (ii) the number of Units (or fractions thereof) purchased by the subscriber, an executed Warrant in the form included in the Disclosure Materials, and an executed registration rights agreement in the form included in the Disclosure Materials (the "REGISTRATION RIGHTS AGREEMENT"). The Note, the Warrant Agreement, the Registration Rights Agreement and this Subscription Agreement are collectively referred to herein as the "TRANSACTION DOCUMENTS". (3) The undersigned hereby agrees to be bound upon the (i) execution and delivery to the Placement Agent of the signature page to the undersigned's completed questionnaire submitted by the undersigned (the "QUESTIONNAIRE") and this Subscription Agreement and (ii) acceptance on the Closing by the Company of the undersigned's subscription. (4) The undersigned agrees that the Company and the Placement Agent, may, in their sole and absolute discretion, may allocate reduce the undersigned's subscription to Investor only a portion any number of Units that in the aggregate does not exceed the number of the Units that Investor has hereby subscribed for hereunderwithout any prior notice to, or further consent by, the undersigned. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejectedundersigned hereby irrevocably constitutes and appoints the Placement Agent, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all each officer of Investor’s obligations hereunder shall terminate. In the event Placement Agent, with full power of rejection substitution, the true and lawful agent and attorney-in-fact of this subscription in its entiretythe undersigned, or with full power and authority in the event the sale of the Units undersigned's name, place, and stead, (or any portion thereofA) to an Investor is not consummated for any reason, amend this Subscription Agreement shall have no force or effectand the Questionnaire, except for Section 5 hereofincluding in each case the undersigned's signature page thereto, which shall remain in full force and effect. (d) The terms to effect any of the foregoing provisions of this Subscription Agreement shall be binding upon Investor Paragraph A(4), and its permitted transferees, heirs, successors (B) execute and assigns (collectivelydeliver on behalf of the undersigned, the “Transferees”); providedfollowing agreement, however, that for any such transfer to be deemed effective, substantially in the Transferee shall have executed and delivered to form included in the Company in advance an instrument in form acceptable to Disclosure Materials: the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Registration Rights Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees offers to purchase units of the number of Units Company’s securities described below in exchange for the consideration set forth on the signature page hereto at the Per Unit Purchase Price, upon the terms and conditions set forth hereinbelow. The aggregate purchase price for the Units with respect to each Investor Each unit consists of (i) 10% Senior Convertible Notes (the “Purchase PriceNotes”) is payable and (ii) for no additional consideration, a certain number of five-year warrants to purchase shares of common stock, $0.001 par value per share, of the Company (each a “Warrant,” collectively the “Warrants” and together with the Notes, the “Securities”). The definitive terms for the Securities shall be set forth in the manner following agreements and other documents, which are being provided in Section 2(aby the Company to Investor with this Agreement (together with this Agreement, the “Definitive Agreements”): (x) below. The minimum number of Units that the Investor may purchase is two thousand Note, (2,000)Units for a subscription price of $2,500y) the Warrant, and (y) the Registration Rights Agreement. (b) Upon execution and delivery hereof, the Investor understands that the Units are being offered pursuant shall deliver to the Form 1-A Regulation A Offering Circular dated July ____Company either a check or evidence that a wire transfer has been made to the Company in accordance with its instructions, 2019 and its exhibits as filed with and qualified by in the full amount of the purchase price of the Securities and Exchange Commission for which the Investor is subscribing (the “SEC”) on September ____, 2019 (collectively, the “Offering CircularPayment”). The Investor is also urged In the event that the undersigned shall elect to review deliver the Company’s Form 1-K Annual Report for its fiscal year ended December 31Payment in the form of a check, 2019such check should be made payable to “Baywood International, which will be filed by the Company with the SEC pursuant Inc.” and have a notation thereon that indicates that such check relates to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC ReportsBaywood Bridge Financing”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all hold a closing of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units Securities to Investor (or any portion thereofthe “Closing”) at such time as the Company and Northeast Securities, Inc. (“NESC”) may determine. Upon receipt by the Company of the Payment for Securities to an be purchased hereunder by Investor, the Investor is not consummated for any reasonwill be registered on the books and records of the Company as the record owner of the securities underlying the Securities so purchased and the Company shall deliver to the Investor final, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectexecuted copies of the Definitive Agreements. (d) The terms Company has agreed to pay NESC, as placement agent of this Subscription Agreement shall be binding upon Investor and its permitted transfereesoffering, heirs, successors and assigns an amount equal to ten percent (collectively, 10%) of the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to gross proceeds received by the Company from the offering of the Securities. The Company has also agreed to reimburse NESC for certain out-of-pocket expenses incurring in advance an instrument connection with this offering, up to a maximum amount of $15,000. The Company shall also pay other expenses associated with completing this offering, including without limitation expenses of its counsel and expenses incurred in form acceptable to the Company in its sole discretionqualification of the Securities under the blue sky laws of the states where the Securities will be offering and sold. Investor understands that O. ▇▇▇ ▇▇▇▇▇, pursuant to which III, a shareholder and member of the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties Board of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent Directors of the Company, which is an employee of NESC and may be withheld also make an investment in its sole and absolute discretionSecurities.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell to Investor such number of Units the Company’s ordinary shares, par value $0.001 per share (the “Shares”), as set forth on the signature page hereto at the Per Unit Purchase Pricehereto, upon the terms and conditions set forth herein. The for an aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in equal to the manner provided in Section 2(aproduct of (x) belowthe aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units Shares are being offered registered for sale pursuant to a Registration Statement on Form F-1, as amended, Registration No. 333-254146 (the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified “Registration Statement”). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the “SECCommission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being self-underwritten and offered by the Company on September ____a “best efforts” basis, 2019 at an offering price of $[●] per share, up to 6,000,000 ordinary shares. The completion of the purchase and sale of the Shares (collectively, the “Offering CircularClosing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor is also urged subsequent to review the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s Form 1-K Annual Report for its fiscal year ended December 31escrow account per wire instructions as provided on the signature line below shall be released to the Company, 2019, which will and (ii) the Company shall cause the Shares to be filed delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company with is unable to make the SEC pursuant delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to Rule 257(b)(1) of Regulation A the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any Form 1-U Current Reports pursuant excess funds representing fractional Shares shall be returned to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”)Investor. By subscribing to payment of the OfferingShares, the Investor acknowledges that Investor has received and reviewed a copy receipt of the SEC Reports Registration Statement and any other information required by Investor to make an amendment, the terms of which govern the investment decision with respect in the Shares. In the event that the offering does not close for any reason prior to the Units. The Company termination date set forth in the Registration Statement, all funds deposited in the escrow account will accept tenders of funds be returned to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to investors promptly in accordance with the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same dateescrow agreement and applicable law. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor such number units, consisting of Units one of the Company’s common stock and one warrant, (the “Units”) (the “Securities”), as set forth on the signature page hereto at the Per Unit Purchase Pricehereto, upon the terms and conditions set forth herein. The for an aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in equal to the manner provided in Section 2(aproduct of (x) below. The minimum the aggregate number of Units that the Investor may has agreed to purchase is two thousand and (2,000)Units for y) the purchase price per share (the “Purchase Price”) as set forth on the signature page hereto. The Units have been registered on a subscription price Registration Statement on Form S-1, Registration No. 333-210808 (as amended, the “Registration Statement”) filed under the Securities Act of $2,500. 1933, as amended (bthe “Securities Act”) Investor understands that the Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on September ____, 2019 (collectively, the “Offering CircularCommission”). The Investor ; and (b) if applicable, certain “free writing prospectuses” (as that term is also urged to review defined in Rule 405 under the Company’s Form 1-K Annual Report for its fiscal year ended December 31Securities Act), 2019, which will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other containing certain supplemental information required by Investor to make an investment decision with respect to regarding the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to , the terms of the Offering Circularand the Company. As A copy of the preliminary prospectus which forms a resultpart of the Registration Statement is being delivered simultaneously with this form of Agreement. A final prospectus supplement will be delivered to the Investor as required by law. The Investor shall pay the Purchase Price by check made out to Endurance Exploration Group Inc. delivered together with this Agreement to Endurance Exploration Group Inc.., not all Investors Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Treasurer, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, #▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇. The completion of the purchase and sale of the Units (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and GVC Capital LLC. (the “Placement Agent”), in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). No Closing will receive their occur until the Registration Statement is declared effective. At the Closing, the Company shall cause the Units to be delivered to the Investor with the delivery of the Units to be made through the facilities of The Depository Trust Company’s DWAC system in accordance with the instructions set forth on the same date. signature page attached hereto under the heading “DWAC Instructions” (cor, if requested by the Investor on the signature page hereto, through (i) This subscription the physical delivery of certificates evidencing the Units delivered to the residential or business address indicated thereon; or (ii) book-entry posting on the control book maintained by the transfer agent evidencing the Units). The Company may be accepted or rejected reject this subscription, in whole or in part, for any reason or for no reason(regardless of whether any check relating to this subscription is deposited), at any time prior to the Termination Date, by and the Company at its sole will promptly return your funds without interest, and absolute discretion. In additionwithout deduction of any expenses, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunderif rejected. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have send you a fully executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer copy of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretionif your subscription is accepted.

Subscription. (a) The Investor Subject to the terms and conditions hereinafter set forth, the undersigned purchaser (the “Purchaser”) hereby irrevocably subscribes for and agrees to purchase from GROM SOCIAL ENTERPRISES, INC., a Florida corporation (the number “Company”) (i) Four Hundred Thousand (400,000) shares of Units set forth on Series A 10% Convertible Preferred Stock, par value $0.001 per share (the signature page hereto at “Series A Preferred Stock”) of the Per Unit Purchase PriceCompany, upon and (ii) Two Million Shares (2,000,000) shares of common stock par value $0.001 per share of the terms Company (the “Common Stock” and, the Common Stock and conditions set forth herein. The aggregate purchase price for Series A Preferred Stock being acquired by Purchaser herein being sometimes collectively referred to as the Units with respect “Shares”), and agrees to each Investor contribute to the Company a total cash consideration of $400,000.00 (the “Purchase Price”), payable upon execution and delivery of this agreement (the “Agreement”) is payable in immediately available funds to an account designated by the Company. The Company reserves the right to sell an aggregate of 2,000,000 Series A Preferred Stock and 10,000,000 shares of Common Stock in the manner provided in Section 2(a) below. The within offering, on a best efforts, no minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500basis. (b) Investor understands that Upon acceptance of the Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated July ____, 2019 Purchase Price in cleared funds and its exhibits as filed with and qualified this Agreement by the Securities and Exchange Commission Company, the Company shall (i) file with the Department of Corporations of the State of Florida, a Certificate of Designation of the Series A 10% Convertible Preferred Stock substantially in the form as annexed hereto as Exhibit A (the “SEC”) on September ____, 2019 (collectively, the “Offering CircularCertificate of Designation”), and (ii) issue and deliver to Purchaser stock certificates in the name of the Purchaser representing the Shares acquired hereby. The Investor is also urged to review terms of the Certificate of Designation which contains the rights, preferences, and privileges of the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed Series A Preferred Stock are incorporated by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same datereference herein. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and, subject to acceptance as provided below, the Company agrees to sell and issue to Investor, such number of Units shares (the “Shares”) of Common Stock, free of restrictive legend and stop transfer orders, as are set forth on the signature page hereto, for the aggregate purchase price set forth on the signature page hereto at the Per Unit Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500). (b) Investor understands that the Units are being offered The Shares have been registered pursuant to a Registration Statement on Form S-3, Registration No. 333-248709, which registration statement (the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified “Registration Statement”) was declared effective by the Securities and Exchange Commission on September 17, 2020, and is effective on the date hereof. A final prospectus supplement (the “SECProspectus Supplement”) on September ____, 2019 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to delivered as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same datelaw. (c) This The Company may accept this Subscription at any time for all or any portion of the Shares subscribed for by executing a copy hereof as provided and notifying the Investor within a reasonable time thereafter. The Company has the right to reject this subscription may be accepted or rejected for the Common Stock, in whole or in part, part for any reason or for no reason, and at any time prior to the Termination DateClosing (as defined below) thereon, notwithstanding prior receipt by the Company at its sole and absolute discretionInvestor of notice of acceptance of the Investor’s subscription. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of event the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, the Investor’s payment (or portion thereof if partially rejected) will be returned promptly to the Investor without interest or deduction and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall will have no force or effect, except . The Shares subscribed for Section 5 hereof, which shall remain in full force herein will not be deemed issued to or owned by the Investor until one copy of this Subscription has been executed by the Investor and effectcountersigned by the Company and the Closing with respect to the Investor’s subscription has occurred. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, Provided the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and Purchase Price has been delivered to the Company in advance an instrument in form acceptable and the Company has filed the Prospectus Supplement to the Company in its sole discretion, Registration Statement pursuant to which Rule 424(b) with respect to the proposed Transferee offer and sale of the Shares, the closing of Investor’s purchase of the Shares pursuant to this Subscription (the “Closing”) shall acknowledge and agree occur on or prior to be bound by second business day after the representations and warranties of Investor and the terms date of this Subscription Agreement. No transfer (the date of the Closing, the “Closing Date”); provided that the Closing Date shall occur on or prior to the third business day after the date of this Agreement may Subscription if this Subscription is executed after 4:30 p.m. Eastern time. Upon the Closing, the Company shall cause the Shares to be delivered to the Investor, which delivery shall be made without through the consent facilities of The Depository Trust Company’s DWAC system in accordance with the Company, which may be withheld instructions set forth on the Investor’s signature page attached hereto under the heading “DWAC Instructions” or otherwise provided in its sole and absolute discretionwriting by the Investor.

Subscription. The undersigned (a) The Investor the “Subscriber”), intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase from Gold Torrent, Inc., a Nevada corporation (the “Company”), the number of Units shares (the “Shares”) of common stock, par value $0.001 per share, set forth on the signature page hereto Signature Page at the Per Unit Purchase Priceend of this subscription agreement (the “Agreement”) at a purchase price of $0.25 per Share (the “Offering”), upon the terms and conditions hereinafter set forth hereinforth. The aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on September ____, 2019 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered submitted to the Company in advance an instrument in form acceptable accordance with and subject to the terms and conditions described in this Agreement. This Agreement relates to the offering and sale of up to 8,000,000 Shares in the Company for $0.25 per Share in its sole discretionan effort to raise up to $2,000,000. There has been limited trading in the Company’s common stock and there can be no assurance that an active trading market in the Company’s common stock will either develop or be maintained. The Shares are being offered on a “best efforts” basis. There is no minimum number of Shares that must be sold in this Offering and all funds received by the Company from subscriptions will be immediately available to us for general corporate purposes. The Subscriber is delivering (i) the subscription payment by check made payable to “Gold Torrent, Inc.” or wire transfer according to the instructions contained in Exhibit II attached hereto, (ii) two executed copies of the Signature Page at the end of this Agreement, and (iii) one executed copy of Exhibit A-1 or Exhibit A-2 (as appropriate), to: Gold Torrent, Inc. 9▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ The Subscriber understands that the Shares are being issued pursuant to which the proposed Transferee shall acknowledge exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “Securities Act”), provided by Regulation D, Rule 506(c) of the Securities Act and agree Regulation S promulgated under the Securities Act. As such, the Shares are only being offered and sold to be bound investors who qualify as “accredited investors” (as defined in Regulation D) or a non-”U.S. person” (as defined in Regulation S), and the Company is relying on the representations made by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of Subscriber in this Agreement may be made without that the consent Subscriber qualifies as such an accredited investor. The Shares are “restricted securities” for purposes of the Company, which may United States securities laws and cannot be withheld in its sole and absolute discretiontransferred except as permitted under these laws.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Units set forth on the signature page hereto at the Per Unit Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,5002,000) Units. (b) Investor understands that the Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and exhibits, qualified by the Securities and Exchange Commission (the “SEC”) on September ____July 31, 2019 2020 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a monthly “rolling basis,” pursuant to the terms of the Offering CircularCircular (each closing occurring on a “Closing Date”). As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor such number of Units shares (the “Shares”) of the Company’s Class A Ordinary Shares, par value $0.00125 per share, as set forth on the signature page hereto at the Per Unit Purchase Pricehereto, upon the terms and conditions set forth herein. The for an aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in equal to the manner provided in Section 2(aproduct of (x) belowthe aggregate number of Shares the Investor has agreed to purchase and (y) the Purchase Price per Share as set forth on the signature page hereto. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units Shares are being offered pursuant to a registration statement on Form F-1, File No. 333-221379 (the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified “Registration Statement”). The Registration Statement was declared effective by the Securities and Exchange Commission (the “SECCommission”) on September ____, 2019 prior to issuance of any Shares and acceptance of Investor’s subscription. The prospectus (collectively, the “Offering CircularProspectus”) which forms a part of the Registration Statement, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts, minimum/maximum” basis pursuant to an underwriting agreement (the “Underwriting Agreement”). The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriters in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the Underwriting Agreement and the Registration Statement declared effective by the Commission, at the Closing (i) the Purchase Price deposited by the Investor is also urged subsequent to review the declaration of effectiveness of the Registration Statement by wire transfer or ACH transfer of immediately available funds to the Company’s Form 1escrow accounts shall be released to the Company, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DWAC system, through the DRS or book-K Annual Report for its fiscal year ended December 31entry delivery of Shares on the books and records of the transfer agent. If delivery is made by book entry on the books and records of the transfer agent, 2019the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. The Underwriter and any participating broker dealers (the “Members”) shall confirm, which via the Underwriting Agreement, selected dealer agreement or master selected dealer agreement, as applicable, that it will comply with Exchange Act Rule 15c2-4. As per Exchange Act Rule 15c2-4 and FINRA Notice to Members Rule 84-7 (the “Rule”), all checks that are accompanied by a subscription agreement will be filed promptly sent along with the subscription agreements to the escrow account by noon the next business day. With regards to monies being wired or sent via ACH transfer from an investor’s bank account, the Members shall request the investors send their wires or ACH transfers by the Company with business day immediately following the SEC pursuant receipt of a completed subscription document. In regards to Rule 257(b)(1) monies being sent from an investor’s account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of Regulation A a completed subscription document and any Form 1-U Current Reports pursuant to Regulation A filed completed instructions by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred investor to as the “SEC Reports”). By subscribing send funds to the Offeringescrow accounts. Absent unusual circumstances, the Investor acknowledges that Investor has received and reviewed a copy funds in customer accounts will be transmitted by noon of the SEC Reports and next business day. In the event that the offering does not close for any other information required by Investor to make an investment decision with respect reason prior to the Units. The Company termination date set forth in the Registration Statement, all funds deposited in the escrow accounts will accept tenders of funds be returned to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to investors promptly in accordance with the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same dateescrow agreements and applicable law. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) 1. The Investor undersigned hereby irrevocably subscribes for and agrees to purchase the number of One Hundred Thousand (100,000) Units set forth on the signature page hereto at the Per Unit Purchase Price, upon the terms and conditions set forth herein. The aggregate a purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,5005 per Unit, for a total purchase price of $500,000. No discounts or commissions shall be payable in connection with the subscription. Simultaneously with the execution of this Agreement, the undersigned is paying $500,000 (the "Payment") in the form of a check, money order, banker's draft or wire transfer of funds, payable to Wyoming Oil & Minerals, Inc. 2. No other sales of Series A Preferred Stock are contemplated at this time, and the undersigned understands that if the this subscription is accepted, the Payment will be immediately deposited into the corporate bank account of the Company and available for all corporate purposes. (b) Investor 3. The undersigned understands that the Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on September ____, 2019 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which Payment will be filed held by the Company with for its benefit. The Payment (or, in the SEC pursuant to Rule 257(b)(1) case of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by rejection of a portion of the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offeringundersigned's subscription, the Investor acknowledges that Investor has received and reviewed a copy part of the SEC Reports and any other information required by Investor Payment relating to make an investment decision with respect to such rejected portion) will be returned promptly, without interest, if the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This undersigned's subscription may be accepted or is rejected in whole or in part, for any reason or for . This subscription is and shall be irrevocable except that the undersigned shall have no reason, at any time prior to obligations in the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units event that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether rejected in full for any reason. 4. The undersigned agrees that the Company has the right to reject any subscription in whole or in part) or rejected, to accept one subscription over another, and to allocate available Units among subscribers in any manner that it deems appropriate. If Investor’s subscription is rejectedThe undersigned hereby irrevocably appoints the Company and each officer of the Company and each of the foregoing acting singly, Investor’s payment (or portion thereof if partially rejected) will be returned in each case with full power of substitution, the true and lawful agent and attorney-in-fact of the undersigned, with full power and authority in the undersigned's name, place and stead, to Investor without interest and all amend this Agreement to effect any of Investor’s obligations hereunder shall terminate. In the event of rejection foregoing provisions of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectParagraph 4. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor (i) such number of Units the Company’s shares of common stock (the “Shares”), $0.001 par value per share (the “Common Shares”) as set forth on the signature page hereto at the Per Unit Purchase Pricehereto, upon the terms and conditions set forth herein. The for an aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in equal to the manner provided in Section 2(aproduct of (x) belowthe aggregate number of Common Shares the Investor has agreed to purchase and (y) the purchase price per Common Share set forth on the signature page hereto. The minimum number Purchase Price is set forth on the signature page hereto. The Company proposes to enter into substantially this same form of Units that Subscription Agreement with certain other investors (the “Other Investors”) and expects to complete sales of the Common Shares to them. The Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500and the Other Investors are hereinafter sometimes collectively referred to as the “Investors,” and this Subscription and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Subscriptions”. (b) Investor understands that The Common Shares have been registered on a Registration Statement on Form S-3 (Registration No. 333-220948) (the Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified “Registration Statement”). The Registration Statement has been declared effective by the Securities and Exchange Commission (the “SECCommission”) and is effective on September ____, 2019 (collectively, the date hereof. The prospectus included in the Registration Statement at the time it was declared effective by the Commission or in the form in which it has been most recently filed with the Commission on or prior to the date of this Subscription is hereinafter called the “Offering CircularBase Prospectus.” Any preliminary form of prospectus which is filed or used on or prior to the date hereof and prior to filing of the Prospectus (as hereinafter defined) is hereinafter called a “Preliminary Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus or to any amendment or supplement to any of the foregoing shall be deemed to include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Investor is , and also urged shall be deemed to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31include any documents incorporated by reference therein, 2019and any supplements or amendments thereto, which will be filed by the Company with the SEC Commission after the date of filing of the Prospectus pursuant to Rule 257(b)(1424(b) under the Securities Act, and prior to the termination of Regulation the offering of the Common Shares by the Placement Agent. A and any Form 1-U Current Reports final prospectus supplement will be delivered to the Investor as required by law. Such final prospectus supplement, in the form in which it shall be filed with the Commission pursuant to Regulation A filed by Rule 424(b) (including the Company with Base Prospectus as so supplemented) is hereinafter called the SEC (all such reports“Prospectus.” The Base Prospectus and the pricing information conveyed orally to the Investor, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. Disclosure Package.” The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units Shares shall be freely tradable on the same dateNasdaq Capital Market. (c) This subscription may be accepted or rejected in whole or in partPayment of the Purchase Price for, for any reason or for no reason, at any time prior to the Termination Date, and delivery by the Company at its sole and absolute discretion. In additionof, the Company, Common Shares shall take place at its sole and absolute discretion, may allocate to Investor only a portion of closing (the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof“Closing”), which shall remain occur no later than two (2) trading days after the date of this Subscription, subject to the satisfaction or waiver of all the conditions to the Closing (the “Company Closing Conditions”) set forth in full force the Placement Agency Agreement (the “Placement Agreement”) dated April 6, 2018 by and effectamong the Company and the placement agent named therein (the “Placement Agent”). (d) At or prior to the Closing and promptly upon the request of the Placement Agent after the satisfaction of the Company Closing Conditions, the manner of settlement of the Common Shares purchased by the Investor shall be as follows (check one): [ ] A. The terms Company shall cause the Common Shares to be delivered to the Investor, with the delivery of the Common Shares to be made through the facilities of The Depository Trust Company’s DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions”. The Investor shall (i) direct the broker-dealer at which the account or accounts to be credited with the shares are maintained to set up a DWAC instructing the transfer agent credit such account or accounts with the Common Shares and (ii) remit by wire transfer the amount of funds equal to the Purchase Price to following account designated by the Company and the Placement Agent: U.S. Bank, N.A. ABA: ▇▇▇▇▇▇▇▇▇ Account Number: 173103198383 Account Name: U.S. Bank Trust Wire Account For final credit to account: SYNLOGIC, INC 001050993164 Attention: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ The Placement Agent shall have no rights in or to any of such funds, unless the Placement Agent is notified in writing by the Company in connection with the Closing that a portion of such funds shall be applied to the Placement Fee. The Investor shall also furnish to the Placement Agent a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form). — OR — [ ] B. Delivery versus payment (“DVP”) through DTC (i.e., at Closing, the Company shall deliver the Common Shares registered in the Investor’s name and address as set forth below and released by American Stock Transfer & Trust Company, LLC to the Investor through DTC at the Closing directly to the account(s) identified by the Investor (the institution at which such account(s) is/are held, the “DVP Agent”); upon receipt of such Common Shares, the DVP Agent shall promptly electronically deliver such Common Shares to the Investor, and simultaneously therewith payment shall be made by the DVP Agent by wire transfer to the Company). No later than one (1) business day after the execution of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without Company, the consent Investor shall: (i) notify the DVP Agent of the Companyaccount or accounts at the DVP Agent to be credited with the Common Shares being purchased by such Investor, which may and (ii) confirm that the account or accounts at the DVP Agent to be withheld in its sole and absolute discretioncredited with the Common Shares being purchased by the Investor have a minimum balance equal to the aggregate purchase price for the Common Shares being purchased by the Investor.

Subscription. 1.1 Subject to fulfilment of the Closing Conditions, the Company shall issue the Investor Securities to the Investor, and the Investor hereby agrees to subscribe for the Investor Securities, free from all Third Party Rights (other than as contemplated in this Agreement) at the amounts set out below (the Investment): Ten million (10,000,000) Series A Convertible Preferred Shares US$50,000,000 Eighteen million (18,000,000) Series B Convertible Preferred Shares US$90,000,000 Total US$140,000,000 (the Investment Price) 1.2 The Investment Price shall be payable by the Investor in cash on Closing to the Company. 1.3 Upon subscription of the Series B Preferred Shares, the Investor undertakes to give the Company 12 months’ prior notice (the Intention Notice) of its intention to send a notice (a Conversion Notice) to convert all or part the Series B Preferred Shares into Ordinary Shares pursuant to Article 9.2 of the articles of association of the Company and the Parties agree that such Conversion Notice shall not be effective before the expiry date of such 12-month period under the Intention Notice (or any prior date agreed between the Parties), provided that: (a) The Investor hereby irrevocably subscribes for and agrees to purchase the number of Units set forth on the signature page hereto at the Per Unit Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below. The minimum number of Units event that the Investor may purchase is two thousand (2,000)Units for agrees to transfer some or all of the Series B Preferred Shares to a subscription price third party, the requirement to give an Intention Notice shall not apply and the conversion of $2,500.such Series B Preferred Shares shall take effect immediately prior to such transfer; and (b) Investor understands that the Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on September ____, 2019 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event that a third party makes a public takeover offer for the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent shares of the Company, which the requirement to give an Intention Notice shall not apply. 1.4 Subject to applicable registration rights provided for in this Agreement, the Investor Securities (and the Transaction Securities issuable upon conversion thereof) have not been registered under the Securities Act and may only be withheld subsequently transferred or resold in its sole a transaction that is registered under the Securities Act, in a transaction made pursuant to an exemption from the registration requirements of the Securities Act, or in a transaction not subject to the registration requirements of the Securities Act. 1.5 The Investor Securities (and absolute discretionthe Transaction Securities issuable upon conversion thereof) shall be subject to, and deemed to bear, the following legend: “THE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 OR ANOTHER AVAILABLE EXEMPTION, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT (AND, IF APPLICABLE, TO THE DEPOSITARY AGENT) THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY U.S. STATE.” If required by the authorities of any U.S. state in connection with the issuance of sale of Transaction Securities permitted by this Agreement, such Transaction Securities shall be subject to, and any certificates evidencing such Transaction Securities may bear, the legend required by such state authority.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor such number shares (the “ Shares ”) of Units the Company’s common shares, $0.001 par value per share (the “ Common Shares ”), as set forth on the signature page hereto at the Per Unit Purchase Pricehereto, upon the terms and conditions set forth herein. The for an aggregate purchase price for the Units with respect to each Investor (the ““ Purchase PricePrice ”) is payable in equal to the manner provided in Section 2(aproduct of (x) belowthe aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share (the “ Purchase Price ”) as set forth on the signature page hereto. The minimum number of Units that Purchase Price is set forth on the Investor may purchase is two thousand signature page hereto. The Shares have been registered on a Registration Statement on Form S-1, Registration No. 333-198788 (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified “ Registration Statement ”). The Registration Statement has been declared effective by the Securities and Exchange Commission (the “SEC“ Commission ”) and is effective on September ____the date hereof. A final prospectus supplement will be delivered to the Investor as required by law. The completion of the purchase and sale of the Shares (the “ Closing ”) shall take place at a place and time (the “ Closing Date ”) to be specified by the Company and ViewTrade Securities Inc. (the “ Placement Agent ”), 2019 in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (collectively, the “Offering Circular“ Exchange Act ”). The Upon satisfaction or waiver of all the conditions to closing set forth in the Agreement, at the Closing, (i) the Investor is also urged shall pay the Purchase Price by wire transfer of immediately available funds to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed bank account per wire instructions as provided by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of (ii) the number of Company shall cause the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer Shares to be deemed effective, the Transferee shall have executed and delivered to the Company Investor with the delivery of the Shares to be made through the facilities of The Depository Trust Company’s DWAC system in advance an instrument in form acceptable accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions” (or, if requested by the Investor on the signature page hereto, through the physical delivery of certificates evidencing the Shares to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretionresidential or business address indicated thereon).

Subscription. (a) The Investor undersigned subscriber (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Units shares (the “Shares”) of the Company’s Series A preferred stock, par value $.001 per share (“Series A Preferred Stock”), with the powers, preferences, rights, qualifications, limitations and restrictions as set forth in the certificate of designations in the form of Exhibit A hereto (the “Certificate of Designations”), set forth on the signature page hereto at the Per Unit Purchase Pricefrom BioPharmX Corporation, upon the terms and conditions set forth herein. The aggregate purchase price for the Units with respect to each Investor a Delaware corporation (the “Purchase PriceCompany”) is payable in for the manner provided in Section 2(a) below. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that 1.85 per share in connection with the Units are being offered pursuant Company’s offering of up to $8,000,000 in Series A Preferred Stock together with the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified by the Securities and Exchange Commission right to receive warrants for no additional consideration (the “SECOffering”), in the form of Exhibit B hereto, granting subscriber the right to purchase a number of shares of common stock, par value $.001 per share, of the Company (the “Common Stock”) on September ____, 2019 equal to fifty percent (collectively50%) of the number of shares of Common Stock into which the Shares are convertible (such warrants, the “Offering CircularWarrants;” together with the Series A Preferred Stock, the “Securities”). The Warrants will have an initial exercise price equal to $3.70 per share and shall be exercisable for a three (3) year period. In addition, the Shares and shares issuable upon exercise of the Warrants (the “Warrant Shares”) shall have the registration rights as provided in Section 4 hereof. In addition, Subscriber agrees to enter into the Investor is also urged to review Rights Agreement (the Company’s Form 1-K Annual Report for its fiscal year ended December 31“Investor Rights Agreement”), 2019in the form of Exhibit C hereto, which will be filed by granting the Subscriber additional rights from the Company with and certain of its shareholders. This Subscription Agreement and the SEC pursuant to Rule 257(b)(1Investor Rights Agreement (the “Subscription Agreement”) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Exhibits and Schedules thereto constitute the “Offering Circular are hereinafter collectively Documents.” This subscription is based solely upon the information provided in the Offering Documents and upon the Subscriber’s own investigation as to the merits and risks of this investment. The Subscriber shall deliver herewith duly executed copies of the signature pages to the following documents: (i) the Subscription Agreement, and (ii) the Accredited Investor Questionnaire. The Offering may be consummated at more than one closing to occur on a date as may be determined by the Company. Each such closing is referred to as a “Closing” and the date of each such Closing is referred to as the “SEC ReportsClosing Date.” A final Closing shall be held by the Company on or before September 30, 2014”), which can be extended up to October 15, 2014 by the Company’s board of directors (the “Final Closing Date”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision At each Closing with respect to the Units. The Shares subscribed for hereby and accepted by the Company, the Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant shall deliver to the terms of Subscriber, the Offering Circularstock certificate for the Shares and the Warrants certificate. As a resultIf the Company does not accept this subscription, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior it will promptly refund to the Termination DateSubscriber, without deduction therefrom, any subscription payment received from the Subscriber for the Shares, the subscription for which was not accepted by the Company. (b) Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase the number of Shares from the Company at its sole set forth on the signature page hereof, and absolute discretion. In addition, when this Agreement is accepted and executed by the Company, at its sole the Company agrees to issue such Shares and absolute discretion, may allocate Warrants to Investor only a portion of the number of the Units that Investor has subscribed for hereunderSubscriber. The Company will notify Investor whether this subscription price is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such payable by wire transfer to be deemed effective, the Transferee shall have executed and delivered pursuant to the Company in advance an instrument in form acceptable to the Company in its sole discretionfollowing wire instructions. Bank’s Name and Address: Bank of America ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ San Francisco, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.CA 94104 Account #: 325000471314 ABA Routing #: ▇▇▇▇▇▇▇▇▇ SWIFT: BOFAUS3N (for overseas transfers) Account Title: BioPharmX

Subscription. (a) The Investor Subscriber hereby irrevocably subscribes for and agrees to purchase accept from the Company that number of Units Shares set forth on the signature page hereto at Signature Page attached to this Subscription Agreement (the Per Unit Purchase Price“Agreement”), upon in consideration of $0.03 per share. This offer to purchase is submitted in accordance with and subject to the terms and conditions set forth herein. The aggregate purchase price for the Units with respect to each Investor described in this Subscription Agreement (the “Purchase Price”) is payable in the manner provided in Section 2(a) below. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on September ____, 2019 (collectively, the “Offering Circular”"Agreement"). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by Subscriber acknowledges that the Company with reserves the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reportsright, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion accept or reject this subscription and the subscription will not be binding until accepted by the Company in writing. The closing of the number Subscription of Shares hereunder (the Units that Investor has subscribed “Closing”) shall occur immediately upon: (i) receipt and acceptance by the Company of a properly executed Signature Page to this Agreement; and (ii) receipt of all funds for the subscription of shares hereunder. The Company will notify Investor whether this subscription is accepted (whether Subscriber acknowledges that, in whole or in part) or rejected. If Investor’s subscription is rejectedorder to subscribe for Shares, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest he must, and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entiretyhe does hereby, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered deliver to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms Company: · One (1) executed counterpart of this Subscription Agreement; and · A check, trade draft or media due bill in the amount set forth in this Agreement, representing payment in full for the Shares desired to be purchased hereunder, made payable to the order of ▇▇▇▇▇▇-▇▇▇▇▇.▇▇▇▇. No Wire transfer of and telegraphic transfer are also accepted. By executing this Agreement may be made without Agreement, the consent Subscriber makes the following representations, declarations, and warranties to the Company, with the intent and understanding that the Company will rely thereon: · Such Subscriber acknowledges the public availability of the Company’s current prospectus. This prospectus is made available in the Company’s most recent S-1 Registration Statement deemed effective on ______, which may be withheld in its sole 2022. In this prospectus, it makes clear the terms and absolute discretionconditions of the offering of Common Stock, and the risks associated therewith are described. · All information herein concerning the Subscriber is correct and complete as of the date hereof and as of the date of Closing.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor such number shares (the “Shares”) of Units the Company’s common stock, $0.001 par value per share (the “Common Stock”), as set forth on the signature page hereto at the Per Unit Purchase Pricehereto, upon the terms and conditions set forth herein. The for an aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in equal to the manner provided in Section 2(aproduct of (x) belowthe aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share (the “Purchase Price”) as set forth on the signature page hereto. The minimum number Shares have been registered on a Registration Statement on Form F-1, Registration No. 333-208583 (as amended, the “Registration Statement”) filed under the Securities Act of Units that 1933, as amended (the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b“Securities Act”) Investor understands that the Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on September ____, 2019 (collectively, the “Offering CircularCommission”). A copy of the preliminary prospectus which forms a part of the Registration Statement is being delivered simultaneously with this form of Agreement. A final prospectus supplement will be delivered to the Investor as required by law. The Investor is also urged shall pay the Purchase Price by check made out to review Wilmington Trust N.A., as Escrow Agent and delivered to the Company’s Form 1-K Annual Report Escrow Agent for its fiscal year ended December 31deposit in the Escrow Account. All subscription agreements and checks should be delivered to Wilmington Trust N.A., 2019Attention D▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, which will Vice President, Senior Relationship Manager Global Capital Markets, 2▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be filed specified by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC Spartan Securities Group, Ltd. (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC ReportsPlacement Agent”), in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). By subscribing No Closing will occur until the Registration Statement is declared effective. At the Closing, the Company shall cause the Shares to be delivered to the OfferingInvestor with the delivery of the Shares to be made through the facilities of The Depository Trust Company’s DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions” (or, if requested by the Investor acknowledges that Investor has received and reviewed a copy on the signature page hereto, through (i) the physical delivery of certificates evidencing the SEC Reports and any other information required by Investor to make an investment decision with respect Shares delivered to the Unitsresidential or business address indicated thereon; or (ii) book-entry posting on the control book maintained by the transfer agent evidencing the Shares). The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a resultmay reject this subscription, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason(regardless of whether any check relating to this subscription is deposited), at any time prior to the Termination Date, by and the Company at its sole will instruct the Escrow Agent to promptly return your funds without interest, and absolute discretion. In additionwithout deduction of any expenses, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunderif rejected. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have send you a fully executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer copy of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretionif your subscription is accepted.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor (i) such number of Units shares (the “Shares”) of its ordinary shares, no par value (the “Ordinary Shares”), (ii) a Warrant, in substantially the form delivered to the Investor herewith, to purchase such number of Ordinary Shares of the Company (the “Primary Warrants”) and (iii) a Warrant, in substantially the form delivered to the Investor herewith, to purchase such number of Ordinary Shares of the Company contingent upon the consummation of certain events (the "Contingent Warrants", and together with the Primary Warrants, the “Warrants”), set forth on the signature page hereto, for an aggregate purchase price set forth on the signature page hereto at the Per Unit Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below). The minimum number Ordinary Shares issuable upon exercise of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500Warrants are referred to herein as the "Warrant Shares". (b) Investor understands that The Shares, Warrants and Warrant Shares have been registered on a Registration Statement on Form F-3, Registration No. 333-164822 (together with any registration statement filed by the Units are being offered Company pursuant to Rule 462(b) under the Form 1-A Regulation A Offering Circular dated July ____Securities Act of 1933, 2019 and its exhibits as filed with and qualified amended) (the “Registration Statement”), which Registration Statement has been declared effective by the Securities and Exchange Commission (the “SEC”) on September ____, 2019 (collectively, the “Offering CircularCommission”). The Investor , has remained effective since such date and is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units effective on the same datedate hereof. (c) This subscription may be accepted or rejected On April 1, 2010 (the “Closing Date”), in whole or in partaccordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, for any reason or for no reasonas amended, at any time prior and subject to the Termination Datesatisfaction or waiver of all of the closing conditions set forth in the Placement Agency Agreement (the “Placement Agreement”), dated March 29, 2010, by and among the Company and the placement agent named therein (the “Placement Agent”), the Placement Agent will disburse, or cause to be disbursed, to the Company an amount equal to the Purchase Price for such Shares and Warrants, less its commissions, upon receipt of the aggregate number of Shares purchased by the Investor via release by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of Shares to ▇▇▇▇’▇ clearing firm, Ridge Clearing & Outsourcing Solutions DTC 0158 via DWAC delivery, which ▇▇▇▇ will deliver, or cause to be delivered, to the Units that Investor has subscribed in accordance with the instructions provided by the Investor on its executing broker’s account versus payment for hereundersuch Shares. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned shall deliver to Investor without interest the Warrants in physical, certificated form to the address set forth on the signature page hereto, registered in such name or names as designated by the Investor on the signature page hereto. The Shares and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement Warrants shall be binding upon unlegended and free of any resale restrictions. Notwithstanding the foregoing, if the Investor and its permitted transferees, heirs, successors and assigns (collectivelyso requests, the “Transferees”); provided, however, that for any such transfer to Shares shall be deemed effective, the Transferee shall have executed and delivered to the Company Investor in advance an instrument in physical, certificated form acceptable to the Company in its sole discretionaddress set forth on the signature page hereto, bearing such legends as appropriate under the circumstances. Such funds shall be delivered unless (i) the Placement Agreement is terminated pursuant to which the proposed Transferee shall acknowledge terms thereof or (ii) the conditions to closing in the Placement Agreement have not been satisfied. The Company’s obligation to issue the Shares and agree Warrants to the Investor will be bound subject to (i) the receipt by the Company of the aggregate purchase price for the Shares and Warrant being purchased hereunder as set forth on the signature page, (ii) the accuracy of the representations and warranties made by the Investor in this Agreement, and (iii) the Registration Statement remaining in effect and no stop order proceedings with respect thereto being pending or threatened. The Company proposes to enter into substantially this same form of Investor Agreement with certain other investors (collectively with this Agreement, the “Transaction”) and the terms Investor’s obligations are expressly not conditioned on the purchase by any or all such other investors of this Subscription Agreementthe Shares and Warrants that they have agreed to purchase from the Company. No transfer The Company shall file the final prospectus supplement and Form 6-K related to the offering and issue a press release announcing the Transaction prior to 9:30 a.m. Eastern Time on the date hereof. The Placement Agent shall have no rights in or to any of this Agreement may be made without the consent funds, except in respect of the Company, which may be withheld in its sole and absolute discretion’s obligation to pay the Placement Agent's fees.

Subscription. The undersigned (asometimes referred to herein as the “Investor” or “Subscriber”) The Investor hereby irrevocably subscribes for and agrees to purchase the number principal amount of Units set forth on the signature page hereto at Notes (as defined below) of Unifoil Holdings, Inc.. (the Per Unit Purchase Price“Company” or “Unifoil ”), upon for the terms and conditions set forth herein. The aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable set forth on the signature page hereto, on the terms and conditions described herein and in the manner provided in Section 2(a) below. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated July ____Exhibits A, 2019 B, C, D, E, and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on September ____, 2019 F hereto (collectively, the “Offering CircularDocuments”). Terms not defined herein are as defined in the Offering Documents. The Investor Company is also urged seeking to review raise, through a private placement of the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by the Company with the SEC Notes pursuant to Rule 257(b)(1506(b) promulgated under the Securities Act of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC 1933, as amended (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC ReportsSecurities Act”). By subscribing , up to $2,500,000 principal amount of Notes (the “Maximum Offering Amount”) in this Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders minimum amount of funds investment required from any one subscriber to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the participate in this Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided$25,000, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to reserves the Company right, in its sole discretion, pursuant to which accept subscriptions less than this amount. All references to $ or “dollar(s)” means United States dollars. The undersigned acknowledges that the proposed Transferee shall acknowledge Company has engaged Boustead Securities, LLC (“Boustead” or “Placement Agent”) as its exclusive placement agent in connection with this Offering. The Offering will commence on the date of this Investor Package and agree to be bound continue until the earlier of the sale of all of the Notes or November 30, 2022, unless extended by the representations Company and warranties Boustead in their sole discretion, to December 31, 2022 (the “Expiration Date”). The Offering has no minimum dollar principal amount of Notes that must be sold to complete the Offering and all proceeds from the sale of Notes, net of commissions and fees payable to Boustead, will be delivered to the Company at the Initial Closing and any subsequent Closing, as such terms are defined and described in Section 4 herein. The undersigned Investor together with other purchasers of Notes in the Offering are sometimes collectively referred to herein as “Subscribers” and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretioneach individually a Subscriber.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor such number of Units (the “Units” and each a “Unit”), each Unit consisting of (A) one share of Series B Convertible Preferred Stock, par value $0.00001 per share (the “Preferred Stock”), such Preferred Stock to have the relative rights, preferences, limitations and other designations set forth in the Certificate of Designations, Preferences and Rights, and (B) 0.5 Warrants (the “Warrants”) to purchase one share (the “Warrant Shares”) of common stock, par value $0.00001 per share (the “Common Stock”), as set forth on the signature page hereto at the Per Unit Purchase Pricehereto, upon the terms and conditions set forth herein. The for an aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in equal to the manner provided in Section 2(aproduct of (x) below. The minimum the aggregate number of Units that the Investor may has agreed to purchase and (y) the purchase price per Unit as set forth on the signature page hereto. The Purchase Price is two thousand set forth on the signature page hereto. The Units have been registered on a Registration Statement on Form S-1, Registration No. 333-208650 (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified “Registration Statement”). The Registration Statement has been declared effective by the Securities and Exchange Commission (the “SECCommission”) and is effective on September ____, 2019 (collectively, the “Offering Circular”)date hereof. A final prospectus supplement will be delivered to the Investor as required by law. The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy completion of the SEC Reports purchase and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereofthe “Closing”) shall take place at a place and time (the “Closing Date”) to an Investor is not consummated for any reasonbe specified by the Company and ▇▇▇▇ Capital Partners, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. LLC (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “TransfereesPlacement Agent”); provided, howeverin accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, that for any such as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the Agreement, at the Closing, (i) the Investor shall pay the Purchase Price by wire transfer of immediately available funds to the Company’s bank account per wire instructions as provided by the Company, and (ii) the Company shall cause the (a) Preferred Stock to be deemed effective, the Transferee shall have executed and delivered to the Company Investor with the delivery of the Preferred Stock to be made through the facilities of The Depository Trust Company’s DWAC system in advance an instrument in form acceptable accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions” (or, if requested by the Investor on the signature page hereto, through the physical delivery of certificates evidencing the Common Stock to the Company in its sole discretionresidential or business address indicated thereon), pursuant to which the proposed Transferee shall acknowledge and agree (b) Warrants to be bound by delivered to the representations and warranties Investor through the physical delivery of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretionwarrants.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor such number of Units shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”) and a warrant (the “Warrant”) to acquire such number of shares of the Common Stock, as set forth on the signature page hereto at (the Per Unit Purchase Price“Warrant Shares” and; together with the Shares and the Warrant, upon the terms and conditions set forth herein. The “Securities”), for an aggregate purchase price for set forth on the Units with respect to each Investor signature page hereto (the “Purchase Price”) is payable in the manner provided in Section 2(a) below). The minimum number form of Units that the Investor may purchase Warrant is two thousand (2,000)Units for attached hereto as Exhibit A. One Share and a subscription price warrant to acquire 0.5 shares of $2,500Common Stock shall be referred to as a “Unit.” (b) Investor understands that The Securities have been registered on a Registration Statement on Form S-3, Registration No. 333-138893 (the Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated July ____“Registration Statement”), 2019 and its exhibits as filed with and qualified which registration statement has been declared effective by the Securities and Exchange Commission and is effective on the date hereof (the “SEC”) on September ____, 2019 (collectively, the “Offering Circular”). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be together with any registration statement filed by the Company with the SEC pursuant to Rule 257(b)(1462(b) under the Securities Act of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC 1933, as amended (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC ReportsSecurities Act”)). By subscribing A final prospectus supplement will be delivered to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information as required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same datelaw. (c) This subscription may On the closing date, which, in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended, is expected to occur on or about July 31, 2008 (the “Closing Date”), upon satisfaction or waiver of all the conditions to closing set forth in this Subscription Agreement, (i) the Purchase Price for the Units purchased by the Investor will be accepted delivered by or rejected in whole or in part, for any reason or for no reason, at any time prior on behalf of the Investor to the Termination DateCompany against delivery of the Shares and the Warrants, by (ii) the Company at shall cause its sole and absolute discretion. In addition, transfer agent to release to the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of Shares being purchased by the Units that Investor has subscribed for hereunder(such release shall be made through the facilities of The Depository Trust Company’s DWAC system), and (iii) the Company shall deliver to the Investor the Warrant being purchased by the Investor. The Company will notify Investor whether this subscription is accepted (whether provisions set forth in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement Exhibit B hereto shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound incorporated herein by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretionreference as if set forth fully herein.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor such number of Units shares (the “Shares”) of the Company’s ordinary shares, no par value per share, as set forth on the signature page hereto at the Per Unit Purchase Pricehereto, upon the terms and conditions set forth herein. The for an aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in equal to the manner provided in Section 2(aproduct of (x) belowthe aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units Shares are being offered pursuant to the a registration statement on Form 1F-1, as amended, File No. 333-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified 221955(the “Registration Statement”). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the “SECCommission”) on September ____prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus, 2019 however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by Boustead Securities, LLC, as underwriter (collectively, the “Offering CircularUnderwriter”), on a “best efforts, minimum/maximum” basis. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Upon satisfaction or waiver of all the conditions to closing set forth in the Underwriting Agreement and Registration State, at the Closing, (i) the Investor is also urged shall pay the Purchase Price by ACH, wire transfer or check of immediately available funds to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31Offering Deposit Account per wire instructions as provided on the signature line below, 2019and (ii) the Company shall cause the Shares to be delivered to the Investor with the delivery of the Shares to be made through the facilities of The Depository Trust Company’s DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions” (or, which will be filed if requested by the Company with Investor on the SEC pursuant signature page hereto, through the physical delivery of certificates evidencing the Shares to Rule 257(b)(1the residential or business address indicated thereon) of Regulation A The Underwriter and any Form 1participating broker-U Current Reports pursuant to Regulation A filed by the Company with the SEC dealers (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC ReportsMembers”) shall confirm, via the selected dealer agreement or master selected dealer agreement, that they will comply with Rule 15c2-4 of the Exchange Act (“Rule 15c2-4”). By subscribing As per Rule 15c2-4 and FINRA Notice to Members Rule 84-7 (the “Rule 84-7”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the OfferingOffering Deposit Account by noon the next business day. In regards to monies being wired from an investor’s bank account, the Members shall request the investors send their wires by the next business day, however, the Company cannot insure the investors will forward their respective monies as per Rule 84-7. In regards to monies being sent from an Investor’s account held at the participating broker, the funds will be “promptly transmitted” to the Deposit Account Agent following the receipt of a completed subscription document and completed wire instructions by the Investor acknowledges that Investor has received and reviewed a copy to send funds to the Offering Deposit Account. Absent unusual circumstances, funds in customer accounts will be transmitted by 12:00 pm EST of the SEC Reports next business day. In the event that funds are sent in and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will offering does not close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination DateDate set forth in the final prospectus, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) all funds will be returned to Investor without interest the Investors promptly in accordance with the Offering Deposit Account Agency Agreement and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectapplicable law. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretion.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor such number of Units shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), set forth on the signature page hereto at (such shares of Common Stock, the Per Unit Purchase Price, upon “Shares”) for the terms and conditions set forth herein. The aggregate purchase price for set forth on the Units with respect to each Investor signature page hereto (the “Purchase Price”) is payable in the manner provided in Section 2(a) below. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500). (b) Investor understands that The Shares have been registered on the Units are being offered pursuant to Company's registration statement on Form S-3 (File No. 333-161978) (the Form 1-A Regulation A Offering Circular dated July ____“Registration Statement”), 2019 and its exhibits as filed with and qualified which has been declared effective by the Securities and Exchange Commission (the “SECCommission”), has remained effective since such date and is effective on the date hereof. The Shares are being issued in connection with an offering (the “Offering”) on described in a Prospectus Supplement dated March 30, 2010, along with the Base Prospectus dated September ____17, 2019 2009, which has been delivered to the Investor (collectively, the “Offering CircularProspectus”). The Investor is also urged . c) On April 6, 2010 (the “Closing Date”), in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended, and subject to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31satisfaction or waiver of all of the closing conditions set forth in the Placement Agency Agreement (the “Placement Agreement”), 2019dated March 30, which will be filed 2010, by and among the Company with and the SEC pursuant placement agent named therein (the “Placement Agent”), Investor will provide the Purchase Price by delivery of immediately available funds versus receipt of the Shares through Investor’s executing broker’s delivery versus payment account established at the Placement Agent; the Placement Agent will disburse, or cause to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant be disbursed, to Regulation A filed by the Company with an amount equal to the SEC Purchase Price for such Shares, less its commissions and reimbursable expenses (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “TransfereesFees”); provided, however, that for any such transfer and the Company shall cause the Shares to be deemed effective, the Transferee shall have executed and delivered to Investor through the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription AgreementPlacement Agent. No The transfer of this Agreement may the Shares shall be made without through the consent facilities of The Depository Trust Company’s DWAC system in accordance with the Company, which may be withheld in its sole and absolute discretioninstructions set forth on the signature page attached hereto under the heading “DWAC Instructions.”

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor such number of Units (the “Units” and each a “Unit”), each Unit consisting of (A) one share of the Company’s common stock, par value $0.00001 per share (the “Common Stock''), and (B) one Warrant (the “Warrants”) to purchase one share of Common Stock, as set forth on the signature page hereto at the Per Unit Purchase Pricehereto, upon the terms and conditions set forth herein. The for an aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in equal to the manner provided in Section 2(aproduct of (x) below. The minimum the aggregate number of Units that the Investor may has agreed to purchase and (y) the purchase price per Unit as set forth on the signature page hereto. The Purchase Price is two thousand set forth on the signature page hereto. The Units have been registered on a Registration Statement on Form S-3, Registration No. 333-197820 (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified “Registration Statement”). The Registration Statement has been declared effective by the Securities and Exchange Commission (and is effective on the “SEC”) on September ____, 2019 (collectively, date hereof. A final prospectus will be delivered to the “Offering Circular”)Investor as required by law. The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy completion of the SEC Reports purchase and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereofthe “Closing”) shall take place at a place and time (the “Closing Date”) to an be specified by the Company and R▇▇▇ Capital Partners, LLC (the “Placement Agent”), in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Prior to the Closing Date, the Investor is not consummated for any reasonshall pay the Purchase Price by wire transfer of immediately available funds to the escrow account per wire instructions as provided by the Placement Agent (the “Escrow Funds”). Upon satisfaction or waiver of all the conditions to closing set forth in the Placement Agency Agreement (the “Placement Agency Agreement”), this Subscription Agreement dated May 12, 2016 between the Company and the Placement Agent, at the Closing, (i) the Investor shall have no force or effectthe Escrow Funds released to the Company, except for Section 5 hereof, which and (ii) the Company shall remain cause the Common Stock and Warrants to be delivered to the Investor as set forth below. Shares of Common Stock will be credited to the Investor using customary book-entry procedures and Warrants will be delivered in full force and effect. (d) The terms of this Subscription Agreement paper form. Warrants purchased by the Investor shall be binding upon Investor and its permitted transfereesdelivered in paper form to the following address, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any or at such transfer to be deemed effective, the Transferee shall other address or addresses as may have executed and delivered been furnished to the Company in advance an instrument writing by such Investor. Name in form acceptable which Warrants should be issued: Address for delivery: c/o _______________________________ Street: ____________________________ City/State/Zip: ______________________ Attention: __________________________ Telephone No.: _____________________ The manner of settlement of the Common Stock purchased by the Investor shall be determined by such Investor as follows (check one): [____] A. Delivery by crediting the account of the Investor’s prime broker (as specified by such Investor on Exhibit A hereto) with the Depository Trust Company (“DTC”) through its Deposit/Withdrawal At Custodian (“DWAC”) system, whereby Investor’s prime broker shall initiate a DWAC transaction on the Closing Date using its DTC participant identification number, and released by Continental Stock Transfer & Trust Company, the Company’s transfer agent (the “Transfer Agent”), at the Company’s direction. NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL DIRECT THE BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE SHARES ARE MAINTAINED TO SET UP A DWAC INSTRUCTING THE TRANSFER AGENT TO CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES —OR— [____] B. Delivery Versus Payment (“DVP”) through DTC (i.e., on the Closing Date, the Company shall issue the Common Stock registered in the Investor’s name and address as set forth below and released by the Transfer Agent directly to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound account(s) at R▇▇▇ identified by the representations Investor; upon receipt of such Offered Securities, R▇▇▇ shall promptly electronically deliver such Offered Securities to the Investor, and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may simultaneously therewith payment shall be made without the consent of by R▇▇▇ by wire transfer to the Company). NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, which may be withheld in its sole and absolute discretionTHE INVESTOR SHALL: (I) NOTIFY R▇▇▇ OF THE ACCOUNT OR ACCOUNTS AT R▇▇▇ TO BE CREDITED WITH THE SHARES BEING PURCHASED BY SUCH INVESTOR, AND (II) CONFIRM THAT THE ACCOUNT OR ACCOUNTS AT R▇▇▇ TO BE CREDITED WITH THE SHARES BEING PURCHASED BY THE INVESTOR HAVE A MINIMUM BALANCE EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE UNITS BEING PURCHASED BY THE INVESTOR.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees Subject to purchase the number of Units set forth on the signature page hereto at the Per Unit Purchase Price, upon the terms and conditions of this Subscription Agreement, the undersigned, a director or officer of The Alpine Group, Inc., a Delaware corporation (the "Company"), or a subsidiary thereof, hereby agrees to purchase, for $380.00 per share, that number of shares of the Company's series A preferred stock, par value $1.00 per share (the "Preferred Stock"), set forth hereinopposite the undersigned's name on Exhibit A hereto. The aggregate purchase price for offer and sale of Preferred Stock pursuant to this Subscription Agreement is part of an offering of Preferred Stock being made by the Units with respect Company to each Investor (all of the “Purchase Price”) is payable in directors of the manner provided in Section 2(a) belowCompany and certain of the officers of the Company or a subsidiary thereof. The minimum number terms and provisions of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500Preferred Stock are currently expected to be substantially as described on Exhibit B hereto. (b) Investor understands The Company has also advised the undersigned that it currently intends to engage in an exchange offer (the "Exchange Offer"), whereby the holders of the Company's common stock, par value $.10 per share (the "Common Stock"), may exchange their shares of Common Stock for a new issue of the Company's 6% subordinated notes. The terms and provisions of the 6% subordinated notes and of the Exchange Offer are currently expected to be substantially as described on Exhibit C hereto. (c) The undersigned has also been advised that the Units are being offered Company intends to offer (the "Rights Offering") to its stockholders (other than such directors and officers, as provided by Section 1(d) hereof) the right to subscribe for shares of Preferred Stock in proportion to their current ownership of Common Stock. It is anticipated that each such stockholder will have the right to subscribe for one share of Preferred Stock for each 500 shares of Common Stock owned by such stockholder. The Rights Offering will be made pursuant to the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as a registration statement filed with and qualified by the Securities and Exchange Commission (the “"SEC”") on September ____, 2019 under the Securities Act of 1933 (collectively, the “Offering Circular”"Securities Act"). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A terms and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy provisions of the SEC Reports and any other information required by Investor Rights Offering are currently expected to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close be substantially as described on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effectExhibit B hereto. (d) The terms In view of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectivelythe opportunity of the undersigned to subscribe for shares of Preferred Stock hereunder, the “Transferees”); provided, however, that for any such undersigned hereby agrees with the Company that: (i) the undersigned will not participate in the Exchange Offer and (ii) the undersigned will not exercise or transfer to be deemed effective, the Transferee shall have executed and delivered his or her rights with respect to the Company in advance an instrument in form acceptable to Rights Offering. (e) The undersigned understands that there can be no assurance that the Company in its sole discretion, pursuant to which will consummate the proposed Transferee shall acknowledge and agree to be bound by Rights Offering or the representations and warranties of Investor and Exchange Offer on the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Companyset forth on Exhibits B and C, which may be withheld in its sole and absolute discretionrespectively, or at all.

Subscription. (a) The Investor undersigned, intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase from Handheld Entertainment, Inc., a Delaware corporation (the number “Company”), for a purchase price equal to the face value thereof, the principal amount of Units set 8% Notes due 2007 of the Company (the “Offering Notes”)set forth on the signature page hereto at the Per Unit Purchase Price, upon hereof. This subscription is made in accordance with and subject to the terms and conditions set forth herein. The aggregate purchase price for the Units with respect to each Investor described in this Subscription Agreement (the this “Purchase Price”) is payable in the manner provided in Section 2(a) below. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the “SEC”) on September ____, 2019 (collectively, the “Offering CircularAgreement”). The Investor is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by the Company with the SEC pursuant to Rule 257(b)(1) terms of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to Notes shall be substantially as set forth in the form of 8% Note due 2007 attached hereto as Exhibit A. The terms of certain warrants (the “SEC ReportsWarrants”). By subscribing to the Offering, the Investor acknowledges ) that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” may be issued pursuant to the terms of the Offering CircularNotes shall be substantially as set forth in the form attached hereto as Exhibit B. The Offering Notes that are the subject of this Agreement are part of an offering by the Company (the “Offering”) of up to $3,000,000 aggregate principal amount of Offering Notes (the “Maximum Amount”). The Company is offering Offering Notes until June 15, 2007, although the Company reserves the right, in its sole discretion, to extend the Offering period until some later date (such date, as the same may be extended, the “Expiration Date”). The Company may hold the first closing of the Offering (the “First Closing”) at any time on or prior to the Expiration Date. Following the First Closing, the Company may continue to sell Offering Notes up to the Maximum Amount and may conduct closings from time to time for additional shares sold. A final closing will be held promptly after the earlier to occur of (i) the Expiration Date and (ii) acceptance of subscriptions for sale of the Maximum Amount. The Company may terminate the Offering at any time without prior notice. Also, the Company may reject any subscription for Offering Notes in whole or in part for any reason in its sole discretion. The Company and the undersigned intend that the Offering be a short-term “bridge” financing, and the Company is seeking to consummate an acquisition, debt or equity raise or other transaction (alternatively, the “Refinancing”) the proceeds of which may be used to repay the Offering Notes. The Company shall use its commercially reasonable efforts to consummate the Refinancing within 180 days of the date hereof; however, the undersigned acknowledges that there can be no assurance that the Company will effect any Refinancing on a timely basis, on reasonable terms or at all. The undersigned understands that the Offering Notes are being offered and issued pursuant to an exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act. As a resultsuch, not all Investors will receive their Units the Offering Notes are being offered and sold only to investors who qualify as “Accredited Investors” (as defined in Rule 501 promulgated under the Securities Act), and the Company is relying on the same daterepresentations made by the undersigned in this Agreement in determining the availability of such exemption. The Offering Notes are, and any Warrants issued pursuant to the Offering Notes and any shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) issued upon exercise of the Warrants will be, “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under those laws. (cb) This The undersigned is delivering (i) an executed copy of the signature page of and Exhibit C to this Agreement and (ii) the subscription payment, in immediately available funds, which may be made by wire transfer to the Company pursuant to the following instructions: Bank: ABA No.: Account Name: Account No.: Apply To: Attention: If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to reject a subscription or to accept a subscription for only a portion of the Offering Notes for which the undersigned has subscribed in this Agreement. If this subscription is accepted by the Company, in whole or in part, then the Company will deliver to the undersigned the principal amount of Offering Notes for which the undersigned’s subscription is accepted. If this subscription is rejected in whole or in part, for any reason or for no reason, at any time prior then the Company shall promptly refund to the Termination Dateundersigned, by without interest, any funds that the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and undersigned had delivered to the Company in advance an instrument in form acceptable to excess of the Company in its sole discretion, pursuant to aggregate purchase price of any Offering Notes for which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of undersigned’s subscription is accepted. (c) The undersigned may not withdraw this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretionsubscription or any amount paid pursuant thereto except as otherwise provided below.

Subscription. The undersigned (athe “Purchaser”) The Investor hereby irrevocably subscribes for and agrees to will purchase from Orbital Tracking Corp. (the “Company”) the number of Units as set forth on the signature page hereto to this Subscription Agreement, at the Per Unit Purchase Price, upon the terms and conditions set forth herein. The aggregate a purchase price for the Units with respect to each Investor of $10.00 per Unit (the “Purchase Price”). Each Unit consists of: (a) is payable in one (1) share of Series L Preferred Stock, par value $0.0001 per share (the manner provided in Section 2(a“Preferred Stock”); and (b) below. The minimum number two (2) warrants to purchase one share of Units that the Investor may purchase is two thousand (2,000)Units for Common Stock at a subscription price of $2,500. (b) Investor understands that the Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated July ____4.00 per share, 2019 and its exhibits as filed with and qualified by the Securities and Exchange Commission exercisable for three years (the “SEC”) on September ____, 2019 (collectively, the “Offering CircularWarrants”). The Investor is also urged shares of Common Stock underlying the Preferred Stock may hereinafter be referred to review as the Company’s Form 1-K Annual Report for its fiscal year ended December 31“Conversion Shares”). The shares of Common Stock underlying the Warrants may hereinafter be referred to as the “Warrant Shares”). The Preferred Stock shall have the rights and preferences as set forth in the Certificate of Designation of Preferences, 2019Rights and Limitations (the “COD”) attached as Exhibit A hereto. The terms and conditions governing the Warrants shall be as set forth in the form of Warrant attached as Exhibit B hereto. The Subscription Agreement, which will be filed by the Company with COD, and the SEC pursuant to Rule 257(b)(1) form of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular Warrant are hereinafter collectively referred to as the “SEC ReportsTransaction Documents. The Units are being offered (the “Offering”)) by the Company pursuant to this Subscription Agreement. By subscribing to the OfferingThe Units are being offered on a “reasonable efforts all or none”, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision basis with respect to the Unitsminimum of $150,000 (the “Minimum Offering Amount”). The Company will accept tenders of funds to purchase the Units. The Company will close on investments Units are being offered on a “rolling basis,reasonable efforts” pursuant basis with respect to up to $750,000 of Units (the terms “Maximum Offering Amount”). Any purchase of Units by the Company’s officers, directors, or employees shall be included, and counted towards, the Minimum and Maximum Offering CircularAmounts. As a resultThe Initial Closing (as defined herein) of this Offering shall be subject to subscriptions being received from qualified investors and accepted by the Company for the Minimum Offering Amount. Upon acceptance by the Company after the date hereof of such subscriptions, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, Company shall have the right at any time thereafter, prior to the Termination Date (as defined below), to effect an initial closing with respect to this Offering (the “Initial Closing”). Thereafter, the Company shall continue to accept, and continue to have closings (together with the Initial Closing, each a “Closing”) for, additional subscriptions for Securities from investors from time to time up to Maximum Offering Amount. The Units will be offered for a period (the “Initial Offering Period”) commencing on the date of this Subscription Agreement and continue until the earliest of (i) May 10, 2018 (the “Minimum Offering Deadline”), (ii) the date upon which subscriptions for the Maximum Offering offered hereunder have been accepted, or (iii) the date upon which the Company elects to terminate the Offering (the “Termination Date”), subject to the right of the Company to extend the Offering until as late as June 10, 2018 (the “Final Termination Date”), without further notice to or consent by investors, if the Maximum Offering Amount has not been subscribed by the Company at its sole and absolute discretionOffering Deadline. In additionThis additional period, together with the Initial Offering Period, shall be referred to herein as the “Offering Period.” The minimum investment amount that may be purchased by an investor is $25,000 (the “Investor Minimum Investment”); provided however, the Company, at in its sole and absolute discretion, may allocate to accept an investor subscription for an amount less than the Investor only a portion of the number of Minimum Investment. The subscription for the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest made in accordance with and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the Transferee shall have executed and delivered subject to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge terms and agree to be bound by the representations and warranties of Investor and the terms conditions of this Subscription Agreement. No transfer of this Agreement may be made without In the consent event that (i) subscriptions for the Offering are rejected in whole (at the sole discretion of the Company), which may (ii) no Units are subscribed for prior to May 30, 2018, or (iii) the Offering is otherwise terminated by the Company prior to the expiration of the Continuing Offering Period or, if extended, prior to the Final Termination Date, then the Company will refund all subscription funds held by it to the persons who submitted such funds, without interest, penalty or deduction. If a subscription is rejected in part (at the sole discretion of the Company) and the Company accepts the portion not so rejected, the funds for the rejected portion of such subscription will be withheld in its sole and absolute discretionreturned without interest, penalty, expense or deduction.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor (i) such number of Units shares (the “Shares”) of common stock, par value $0.001 per share (“Common Stock”), set forth on the signature page hereto, for an aggregate purchase price set forth on the signature page hereto at the Per Unit Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Units with respect to each Investor (the “Aggregate Purchase Price”) is payable in the manner provided in Section 2(a) below. The minimum number of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500). (b) Investor understands The Company represents and warrants that the Units are being offered pursuant to Shares have been registered on a Registration Statement on Form S-3, Registration No. 333-159980, which registration statement (the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified “Registration Statement”) has been declared effective by the Securities and Exchange Commission (the “SEC”) and has remained effective since such date and is effective on September ____the date hereof, 2019 and are being offered and sold (collectivelythe “Offering”) pursuant to the Registration Statement (including the prospectus contained therein (the “Base Prospectus”) and a Prospectus Supplement (the “Prospectus Supplement”) and together with the Base Prospectus, the “Offering CircularProspectus”). The Investor is also urged to review ) containing certain supplemental information regarding the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A Shares and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors that has been or will receive their Units on be filed with the same dateSEC and delivered to the Investor (or made available to the Investor by the filing by the Company of an electronic version thereof with the SEC). (c) This subscription may ON EXCHANGE OF SIGNATURE PAGES OF THIS SUBSCRIPTION AGREEMENT BUT IN NO EVENT LATER THAN SEPTEMBER 18, 2009, THE INVESTOR SHALL INITIATE WIRE TRANSFER INTO ESCROW, PURSUANT TO AN ESCROW AGREEMENT, DATED OF EVEN DATE HEREWITH, BY AND AMONG THE ESCROW AGENT, THE PLACEMENT AGENT AND THE COMPANY, THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE SHARES BEING PURCHASED BY THE INVESTOR TO THE FOLLOWING ACCOUNT DESIGNATED BY THE COMPANY: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ # ▇▇▇▇: AMERICAN STOCK TRANSFER & TRUST COMPANY AS AGENT FOR MAJESCO ENTERTAINMENT COMPANY Such funds shall be accepted delivered unless (i) the Placement Agency Agreement (the “Placement Agreement”) between the Company and the placement agent engaged by the Company in connection with the sale and issuance of the Shares (the “Placement Agent”) is terminated pursuant to the terms thereof or rejected (ii) the conditions to closing in whole the Placement Agreement have not been satisfied. The Company’s obligation to issue the Shares to the Investor will be subject to (i) the receipt by the Company of the Aggregate Purchase Price for the Shares being purchased hereunder as set forth on the signature page, (ii) the accuracy of the representations and warranties made by the Investor in this Agreement, and (iii) the Registration Statement remaining in effect and no stop order proceedings with respect thereto being pending or threatened. The Company proposes to enter into substantially this same form of Agreement with certain other investors and the Investor’s obligations are expressly not conditioned on the purchase by any or all such other investors of the Shares that they have agreed to purchase from the Company. The Placement Agent shall have no rights in partor to any of the funds, for any reason or for no reasonexcept in respect of the Company’s obligation to pay the Placement Agent’s fees. The Investor’s obligation to purchase the Shares will be subject to (i) the delivery by the Company of the Shares in accordance with the provisions of this Agreement, at any time (ii) the accuracy of the representations and warranties made by the Company and the fulfillment of those undertakings of the Company to be fulfilled prior to the Termination Closing Date, by including without limitation, those contained in the Company at its sole and absolute discretion. In additionPlacement Agreement, (iii) the Company, at its sole and absolute discretion, may allocate to Investor only a portion satisfaction of the number of conditions to the Units closing set forth in the Placement Agreement, and to the condition that Investor has subscribed for hereunderthe Placement Agent shall not have: (x) terminated the Placement Agreement pursuant to the terms thereof or (y) determined that the conditions to the closing in the Placement Agreement have not been satisfied. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest and all of Investor’s obligations hereunder shall terminateare expressly not conditioned on the purchase by any or all of the Other Investors of the Shares that they have agreed to purchase from the Company. In the event of rejection of this subscription in its entiretyThe Investor understands and agrees that, or in the event that the sale of Placement Agent in its sole discretion determines that the Units (conditions to closing in the Placement Agreement have not been satisfied or any portion thereof) to an Investor is not consummated if the Placement Agreement may be terminated for any reasonother reason permitted by the Placement Agreement, then the Placement Agent may, but shall not be obligated to, terminate such Agreement, which shall have the effect of terminating this Subscription Agreement shall have no force or effect, except for pursuant to Section 5 hereof, which shall remain in full force and effect4(i) below. (d) The terms NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL DIRECT THE BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE SHARES ARE MAINTAINED TO SET UP A DEPOSIT/WITHDRAWAL AT CUSTODIAN (“DWAC”) INSTRUCTING THE TRANSFER AGENT TO CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES ON THE CLOSING DATE. (e) On the date of this Subscription Agreement closing of the Offering, which shall be binding upon Investor and its permitted transferees, heirs, successors and assigns no later than three business days after the date hereof (collectivelythe “Closing Date”), the Company shall deliver to Investor (i) the Shares via the Depository Trust Company’s (“TransfereesDTC”); provided) Deposit or Withdrawal at Custodian system via the DTC instructions set forth on the signature page hereto, however, that for any such transfer Shares to be deemed effective, the Transferee shall have executed and delivered to the Company registered in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound such name or names as designated by the representations Investor on the signature page hereto. The Shares shall be unlegended and warranties free of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretionany resale restrictions.

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor (i) such number of Units shares (the “Shares”) of its ordinary shares, no par value (the “Ordinary Shares”), (ii) a Warrant, in substantially the form delivered to the Investor herewith, to purchase such number of Ordinary Shares of the Company (the “Primary Warrants”) and (iii) a Warrant, in substantially the form delivered to the Investor herewith, to purchase such number of Ordinary Shares of the Company contingent upon the consummation of certain events (the "Contingent Warrants", and together with the Primary Warrants, the “Warrants”), set forth on the signature page hereto, for an aggregate purchase price set forth on the signature page hereto at the Per Unit Purchase Price, upon the terms and conditions set forth herein. The aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in the manner provided in Section 2(a) below). The minimum number Ordinary Shares issuable upon exercise of Units that the Investor may purchase is two thousand (2,000)Units for a subscription price of $2,500Warrants are referred to herein as the "Warrant Shares". (b) Investor understands that The Shares, Warrants and Warrant Shares have been registered on a Registration Statement on Form F-3, Registration No. 333-164822 (together with any registration statement filed by the Units are being offered Company pursuant to Rule 462(b) under the Form 1-A Regulation A Offering Circular dated July ____Securities Act of 1933, 2019 and its exhibits as filed with and qualified amended) (the “Registration Statement”), which Registration Statement has been declared effective by the Securities and Exchange Commission (the “SEC”) on September ____, 2019 (collectively, the “Offering CircularCommission”). The Investor , has remained effective since such date and is also urged to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units effective on the same datedate hereof. (c) This subscription may be accepted or rejected On April 1, 2010 (the “Closing Date”), in whole or in partaccordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, for any reason or for no reasonas amended, at any time prior and subject to the Termination Datesatisfaction or waiver of all of the closing conditions set forth in the Placement Agency Agreement (the “Placement Agreement”), dated March 29, 2010, by and among the Company and the placement agent named therein (the “Placement Agent”), the Placement Agent will disburse, or cause to be disbursed, to the Company an amount equal to the Purchase Price for such Shares and Warrants, less its commissions, upon receipt of the aggregate number of Shares purchased by the Investor via release by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of the number of Shares to ▇▇▇▇’▇ clearing firm, Ridge Clearing & Outsourcing Solutions DTC 0158 via DWAC delivery, which ▇▇▇▇ will deliver, or cause to be delivered, to the Units that Investor has subscribed in accordance with the instructions provided by the Investor on its executing broker’s account versus payment for hereundersuch Shares. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned shall deliver to Investor without interest the Warrants in physical, certificated form to the address set forth on the signature page hereto, registered in such name or names as designated by the Investor on the signature page hereto. The Shares and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement Warrants shall be binding upon unlegended and free of any resale restrictions. Notwithstanding the foregoing, if the Investor and its permitted transferees, heirs, successors and assigns (collectivelyso requests, the “Transferees”); provided, however, that for any such transfer to Shares shall be deemed effective, the Transferee shall have executed and delivered to the Company Investor in advance an instrument in physical, certificated form acceptable to the Company in its sole discretionaddress set forth on the signature page hereto, bearing such legends as appropriate under the circumstances. Such funds shall be delivered unless (i) the Placement Agreement is terminated pursuant to which the proposed Transferee shall acknowledge terms thereof or (ii) the conditions to closing in the Placement Agreement have not been satisfied. The Company’s obligation to issue the Shares and agree Warrants to the Investor will be bound subject to (i) the receipt by the Company of the aggregate purchase price for the Shares and Warrant being purchased hereunder as set forth on the signature page, (ii) the accuracy of the representations and warranties made by the Investor in this Agreement, and (iii) the Registration Statement remaining in effect and no stop order proceedings with respect thereto being pending or threatened. The Company proposes to enter into substantially this same form of Investor Agreement with certain other investors (collectively with this Agreement, the “Transaction”) and the terms Investor’s obligations are expressly not conditioned on the purchase by any or all such other investors of this Subscription Agreementthe Shares and Warrants that they have agreed to purchase from the Company. No transfer The Company shall file the final prospectus supplement and Form 6-K related to the offering and issue a press release announcing the Transaction prior to 9:30 a.m. Eastern Time on the date hereof. The Placement Agent shall have no rights in or to any of this Agreement may be made without the consent funds, except in respect of the Company’s obligation to pay the Placement Agent's fees. Notwithstanding the foregoing, since the Investor is an affiliate of the Company, the closing of the issuance and sale of Shares and Warrants to the Investor shall be subject to approval of the Company's shareholders pursuant to Israeli law and shall occur, if such approval shall be obtained, on the business day immediately following the date of such approval at a meeting of shareholder to be convened promptly by the Company. The Investor shall nevertheless wire the Purchase Price to an account to be designated in writing by the Company promptly following the execution of this Agreement, which may funds shall be withheld held in its sole and absolute discretionescrow pending the result of said shareholder meeting. The investor hereby undertakes to vote his Ordinary Shares at said shareholder meeting in favor of the relevant proposal. At the closing, if it shall occur, the Company shall issue to the Investor a certificate representing the Shares bearing an "affiliate legend".

Subscription. (a) The Investor hereby irrevocably subscribes for and agrees to purchase buy and the Company agrees to sell and issue to Investor such number of Units units (the “Units”) consisting of (i) shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), as set forth on the signature page hereto at hereto, and (ii) warrants (the Per Unit Purchase Price, upon the terms and conditions set forth herein. The “Warrants”) to purchase Common Stock for an aggregate purchase price for the Units with respect to each Investor (the “Purchase Price”) is payable in equal to the manner provided in Section 2(aproduct of (x) below. The minimum the aggregate number of Units that the Investor may has agreed to purchase and (y) the purchase price per Unit as set forth on the signature page hereto. The Purchase Price is two thousand set forth on the signature page hereto. The Shares have been registered on a Registration Statement on Form S-1, Registration No. 333-193053 (2,000)Units for a subscription price of $2,500. (b) Investor understands that the Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated July ____, 2019 and its exhibits as filed with and qualified “Registration Statement”). The Registration Statement has been declared effective by the Securities and Exchange Commission (the “SECCommission”) and is effective on September ____, 2019 the date hereof. A final prospectus supplement will be delivered to the Investor as required by law. The completion of the purchase and sale of the Shares (collectively, the “Offering CircularClosing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Brean Capital, LLC (the “Placement Agent”), in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Upon satisfaction or waiver of all the conditions to closing set forth in the Agreement, at the Closing, (i) the Investor is also urged shall pay the Purchase Price by wire transfer of immediately available funds to review the Company’s Form 1-K Annual Report for its fiscal year ended December 31, 2019, which will be filed bank account per wire instructions as provided by the Company with the SEC pursuant to Rule 257(b)(1) of Regulation A and any Form 1-U Current Reports pursuant to Regulation A filed by the Company with the SEC (all such reports, together with the Offering Circular are hereinafter collectively referred to as the “SEC Reports”). By subscribing to the Offering, the Investor acknowledges that Investor has received and reviewed a copy of the SEC Reports and any other information required by Investor to make an investment decision with respect to the Units. The Company will accept tenders of funds to purchase the Units. The Company will close on investments on a “rolling basis,” pursuant to the terms of the Offering Circular. As a result, not all Investors will receive their Units on the same date. (c) This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the Termination Date, by the Company at its sole and absolute discretion. In addition, the Company, at its sole and absolute discretion, may allocate to Investor only a portion of (ii) the number of Company shall cause the Units that Investor has subscribed for hereunder. The Company will notify Investor whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be returned to Investor without interest Shares and all of Investor’s obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of the Units (or any portion thereof) to an Investor is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in full force and effect. (d) The terms of this Subscription Agreement shall be binding upon Investor and its permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer Warrants to be deemed effective, the Transferee shall have executed and delivered to the Company Investor with the delivery of the Shares to be made through the facilities of The Depository Trust Company’s DWAC system in advance an instrument in form acceptable accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions” (or, if requested by the Investor on the signature page hereto, through the physical delivery of certificates evidencing the Shares to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which may be withheld in its sole and absolute discretionresidential or business address indicated thereon).