THIS INVESTMENT INVOLVES A
HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD
OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS
ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES,
AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
THE SECURITIES OFFERED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR BLUE
SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND STATE SECURITIES
OR BLUE SKY LAWS. ALTHOUGH AN OFFERING STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”),
THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE ACT.
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY,
NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION
AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO SUBSCRIBER IN CONNECTION WITH THIS OFFERING OVER THE WEB-BASED
PLATFORM MAINTAINED BY STARTENGINE, INC. (THE “PLATFORM”). ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
INVESTORS WHO ARE NOT “ACCREDITED
INVESTORS” (AS THAT TERM IS DEFINED IN SECTION 501 OF REGULATION D PROMULGATED UNDER THE ACT) ARE SUBJECT TO LIMITATIONS
ON THE AMOUNT THEY MAY INVEST, AS SET OUT IN SECTION 4. THE COMPANY IS RELYING ON THE REPRESENTATIONS AND
WARRANTIES SET FORTH BY EACH SUBSCRIBER IN THIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION PROVIDED BY SUBSCRIBER IN CONNECTION
WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT.
THE OFFERING MATERIALS MAY CONTAIN
FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND
ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY
AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,”
“BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED
TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S
CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE
RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE
ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT
THE OCCURRENCE OF UNANTICIPATED EVENTS.
THE COMPANY MAY NOT BE
OFFERING THE SECURITIES IN EVERY STATE. THE OFFERING MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE
OR JURISDICTION IN WHICH THE SECURITIES ARE NOT BEING OFFERED.
THE COMPANY RESERVES THE RIGHT
IN ITS SOLE DISCRETION AND FOR ANY REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE OFFERING AND/OR ACCEPT
OR REJECT IN WHOLE OR IN PART ANY PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN
THE AMOUNT OF SECURITIES SUCH INVESTOR DESIRES TO PURCHASE. EXCEPT AS OTHERWISE INDICATED, THE OFFERING MATERIALS SPEAK
AS OF THEIR DATE. NEITHER THE DELIVERY NOR THE PURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THAT DATE.
Ladies and Gentlemen:
(a) The undersigned (“Subscriber”) hereby
irrevocably subscribes for and agrees to purchase shares of Common Stock (the “Securities”), of StorEn Technologies
Inc. a Delaware corporation (the “Company”), at a purchase price of $6.00 per share (the “Per Security
Price”), upon the terms and conditions set forth herein. The minimum subscription is $480.00. The rights and preferences
of the common stock are as set forth in the Company’s certificate of incorporation, found as Exhibit 2.1 to the Offering
Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the
Securities are being offered pursuant to an offering circular dated [DATE] (the “Offering Circular”) filed
with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber
has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and
any other information required by the Subscriber to make an investment decision.
(c) The Subscriber’s subscription may be accepted
or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion.
In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber
has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected.
If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned
to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed
2,000,000 (the “Maximum Offering”). The Company may accept subscriptions on a continuous basis, unless otherwise
extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to
sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion
of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its
entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription
Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
(f) The terms of this Subscription Agreement shall be binding
upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that
for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument
in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree,
and be bound by the representations and warranties of Subscriber, terms of this Subscription Agreement.
2. Purchase Procedure.
(a) Payment. The purchase price for the Securities
shall be paid simultaneously with the execution and delivery to the Company of the signature page of this Subscription Agreement.
Subscriber shall deliver a signed copy of this Subscription Agreement, along with payment for the aggregate purchase price of the
Securities by a check for available funds made payable to “STOREN TECHNOLOGIES INC. ESCROW ACCOUNT”, by ACH electronic
transfer or wire transfer to an account designated by the Company, or by any combination of such methods.
(b) Escrow arrangements. Payment for the Securities
shall be received by Prime Trust (the “Escrow Agent”) from the undersigned by transfer of immediately available
funds, check or other means approved by the Company at least two days prior to the applicable Closing Date, in the amount of Subscriber’s
Subscription. Upon such Closing Date, the Escrow Agent shall release such funds to the Company. The undersigned shall receive notice
and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the
Company and verified by StartEngine Secure, Inc. (the “Transfer Agent”), which books and records shall
bear a notation that the Securities were sold in reliance upon Regulation A.
3. Representations and Warranties
of the Company.
The Company represents and warrants to Subscriber that the following
representations and warranties are true and complete in all material respects as of the date of each Closing Date, except as otherwise
indicated. For purposes of this Agreement, an individual shall be deemed to have “knowledge” of a particular fact or
other matter if such individual is actually aware of such fact. The Company will be deemed to have “knowledge” of a
particular fact or other matter if one of the Company’s current officers has, or at any time had, actual knowledge of such
fact or other matter.
(a) Organization and Standing. The Company is a
corporation duly formed, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite
power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement, and any other
agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing
as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased)
makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse
effect on the Company or its business.
(b) Issuance of the Securities. The issuance, sale
and delivery of the Securities in accordance with this Subscription Agreement has been duly authorized by all necessary corporate
action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with
the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.
(c) Authority for Agreement. The execution and delivery
by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby (including the issuance,
sale and delivery of the Securities) are within the Company’s powers and have been duly authorized by all necessary corporate
action on the part of the Company. Upon full execution hereof, this Subscription Agreement shall constitute a valid and binding
agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’
rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other
equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations
of public policy and by federal or state securities laws.
(d) No filings. Assuming the accuracy of the Subscriber’s
representations and warranties set forth in Section 4 hereof, no order, license, consent, authorization or approval of, or
exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official
is required by or with respect to the Company in connection with the execution, delivery and performance by the Company of this
Subscription Agreement except (i) for such filings as may be required under Regulation A or under any applicable state securities
laws, (ii) for such other filings and approvals as have been made or obtained, or (iii) where the failure to obtain any
such order, license, consent, authorization, approval or exemption or give any such notice or make any filing or registration would
not have a material adverse effect on the ability of the Company to perform its obligations hereunder.
(e) Capitalization. The authorized and outstanding
securities of the Company immediately prior to the initial investment in the Securities is as set forth “Securities Being
Offered” in the Offering Circular. Except as set forth in the Offering Circular, there are no outstanding options, warrants,
rights (including conversion or preemptive rights and rights of first refusal), or agreements of any kind (oral or written) for
the purchase or acquisition from the Company of any of its securities.
(f) Financial statements. Complete copies of the
Company’s financial statements required to be filed with the Offering Circular (the “Financial Statements”)
have been made available to the Subscriber and appear in the Offering Circular. The Financial Statements are based on the books
and records of the Company and fairly present in all material respects the financial condition of the Company as of the respective
dates they were prepared and the results of the operations and cash flows of the Company for the periods indicated. The Company’s
independent auditor which has audited the Financial Statements, is an independent accounting firm within the rules and regulations
adopted by the SEC.
(g) Proceeds. The Company shall use the proceeds
from the issuance and sale of the Securities as set forth in “Use of Proceeds to issuer” in the Offering Circular.
(h) Litigation. Except as set forth in the Offering
Circular, there is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before
any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against
the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or
her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.
4. Representations and Warranties
of Subscriber. By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities
subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants,
which representations and warranties are true and complete in all material respects as of such Subscriber’s respective Closing
(a) Requisite Power and Authority. Such Subscriber
has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement,
and other agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required for the
lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively
taken prior to the Closing Date. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder
will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’
rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.
(b) Investment Representations. Subscriber understands
that the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”).
Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained
in the Securities Act based in part upon Subscriber’s representations contained in this Subscription Agreement.
(c) Illiquidity and Continued Economic Risk. Subscriber
acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for
their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation
to list the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange
Act of 1934, as amended) with respect to facilitating trading or resale of the Securities. Subscriber acknowledges that Subscriber
is able to bear the economic risk of losing Subscriber’s entire investment in the Securities. Subscriber also understands
that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors
relating to the purchase of Securities.
(d) Accredited Investor Status or Investment Limits.
Subscriber represents that either:
(i) Subscriber is an “accredited investor”
within the meaning of Rule 501 of Regulation D under the Securities Act. Subscriber represents and warrants that the information
set forth in response to question (c) on the signature page hereto concerning Subscriber is true and correct; or
(ii) The purchase price set out in paragraph
(b) of the signature page to this Subscription Agreement, together with any other amounts previously used to purchase
Securities in this offering, does not exceed 10% of the greater of the Subscriber’s annual income or net worth.
Subscriber represents that to the extent it has any questions
with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.
(e) Shareholder information. Within five days after
receipt of a request from the Company, the Subscriber hereby agrees to provide such information with respect to its status as a
shareholder (or potential shareholder) and to execute and deliver such documents as may reasonably be necessary to comply with
any and all laws and regulations to which the Company is or may become subject. Subscriber further agrees that in the event
it transfers any Securities, it will require the transferee of such Securities to agree to provide such information to the Company
as a condition of such transfer.
(f) Company Information. Subscriber understands
that the Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set
out in the Offering Circular. Subscriber has had such opportunity as it deems necessary (which opportunity may have presented through
online chat or commentary functions) to discuss the Company’s business, management and financial affairs with managers, officers
and management of the Company and has had the opportunity to review the Company’s operations and facilities. Subscriber has
also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions
of this investment. Subscriber acknowledges that except as set forth herein, no representations or warranties have been made to
Subscriber, or to Subscriber’s advisors or representative, by the Company or others with respect to the business or prospects
of the Company or its financial condition.
(g) Valuation. The Subscriber acknowledges that
the price of the Securities was set by the Company on the basis of the Company’s internal valuation and no warranties are
made as to value. The Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with
the result that the Subscriber’s investment will bear a lower valuation.
(h) Domicile. Subscriber maintains Subscriber’s
domicile (and is not a transient or temporary resident) at the address shown on the signature page.
(i) No Brokerage Fees. There are no claims for brokerage
commission, finders’ fees or similar compensation in connection with the transactions contemplated by this Subscription Agreement
or related documents based on any arrangement or agreement binding upon Subscriber.
(j) Foreign Investors. If Subscriber is not a United
States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber hereby represents
that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe
for the Securities or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction
for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental
or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant
to the purchase, holding, redemption, sale, or transfer of the Securities. Subscriber’s subscription and payment for and
continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Subscriber’s
5. Survival of Representations and Indemnity. The representations,
warranties and covenants made by the Subscriber herein shall survive the Termination Date of this Agreement. The Subscriber agrees
to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any,
who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim,
damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’
fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty
or breach of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document
furnished by the Subscriber to any of the foregoing in connection with this transaction.
(a) The Subscriber hereby
appoints the Chief Executive Officer of the Company (the “Chief Executive Officer”), or his or her successor
as Chief Executive Officer, as the Subscriber’s true and lawful proxy and attorney, with the power to act alone and with
full power of substitution to assign this proxy to any officer or director, to, consistent with this instrument and on behalf of
the Subscriber, (i) vote all Securities, (ii) give and receive notices and communications, (iii) execute any instrument
or document that the Chief Executive Officer determines is necessary or appropriate in the exercise of its authority under this
instrument, and (iv) take all actions necessary or appropriate in the judgment of the Chief Executive Officer for the accomplishment
of the foregoing. The proxy and power granted by the Subscriber pursuant to this Section are coupled with an interest. Such
proxy and power will be irrevocable. The proxy and power, so long as the Subscriber is an individual, will survive the death, incompetency
and disability of the Subscriber and, so long as the Subscriber is an entity, will survive the merger or reorganization of the
Subscriber or any other entity holding the Securities. The Proxy will terminate upon the closing of a “Change of Control”
transaction. The Chief Executive Officer is an intended third-party beneficiary of this Section and has the right, power and
authority to enforce the provisions hereof as though he or she was a party hereto. For the purposes of this paragraph, Change of
Control shall mean (i) the closing of a firm-commitment underwritten public offering pursuant to an effective registration
statement under the Securities Act of 1933 covering the offer and sale of Common Stock or the effectiveness of a registration statement
under the Securities Exchange Act of 1934 covering the Common Stock; (ii) a “Sale of the Company”; or (iii) a
“Deemed Liquidation Event”. A Sale of the Company shall mean either: (a) a transaction or series of related transactions
in which a person, or a group of related persons, acquires from stockholders of the Company shares representing more than 50% of
the outstanding voting power of the Company (a “Stock Sale”) or (b) a transaction that qualifies as a Deemed
Liquidation Event, as determined by the Company's board of directors. A “Deemed Liquidation Event” shall be deemed
to be occasioned by, or to include, (i) the acquisition of the Company by another entity by means of any transaction or series
of related transactions to which the Company is party (including, without limitation, any stock acquisition, reorganization, merger
or consolidation but excluding any sale of stock for capital raising purposes) other than a transaction or series of transactions
in which the holders of the voting securities of the Company outstanding immediately prior to such transaction retain, immediately
after such transaction or series of transactions, as a result of shares in the Company held by such holders prior to such transaction,
at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving
or resulting entity (or if the Company or such other surviving or resulting entity is a wholly-owned subsidiary immediately following
such acquisition, its parent); (ii) a sale, exclusive license, transfer, lease or other disposition of all or substantially
all of the assets of the Company and its subsidiaries taken as a whole by means of any transaction or series of related transactions,
except where such sale, exclusive license, transfer, lease other disposition is to a wholly-owned subsidiary of the Company; or
(iii) any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary.
(b) Other than with respect to the gross negligence or
willful misconduct of the Chief Executive Officer, in his or her capacity as the Subscriber’s true and lawful proxy and attorney
pursuant to this Section (collectively, the “Proxy”), the Proxy will not be liable for any act done or
omitted in his, her or its capacity as representative of the Subscriber pursuant to this instrument while acting in good faith,
and any act done or omitted pursuant to the written advice of outside counsel will be conclusive evidence of such good faith. The
Proxy has no duties or responsibilities except those expressly set forth in this instrument, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities on behalf of the Subscriber otherwise exist against the Proxy. The Subscriber
shall indemnify, defend and hold harmless the Proxy from and against any and all losses, liabilities, damages, claims, penalties,
fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs
and all expense of document location, duplication and shipment) (collectively, “Proxy Losses”) arising out of
or in connection with any act done or omitted in the Proxy’s capacity as representative of the Subscriber pursuant to this
instrument, in each case as such Proxy Losses are suffered or incurred; provided, that in the event that any such Proxy Losses
are finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Proxy, the Company shall
reimburse the Subscriber the amount of such indemnified Proxy Losses to the extent attributable to such gross negligence or willful
misconduct (provided that the Proxy’s aggregate liability hereunder shall in no event exceed the Purchase Price). In no event
will the Proxy be required to advance his, her or its own funds on behalf of the Subscriber or otherwise. The Subscriber acknowledges
and agrees that the foregoing indemnities will survive the resignation or removal of the Proxy or the termination of this instrument.
(c) A decision, act, consent or instruction of the Proxy
constitutes a decision of the Subscriber and is final, binding and conclusive upon the Subscriber. The Company, shareholders of
the Company and any other third party may rely upon any decision, act, consent or instruction of the Proxy as being the decision,
act, consent or instruction of the Subscriber. The Company, shareholders of the Company and any other third party are hereby relieved
from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the
(d) The Subscriber hereby agrees to take any and all actions
determined by the Company’s board of directors in good faith to be advisable to reorganize this instrument and any Securities
held by the Subscriber into a special-purpose vehicle or other entity designed to aggregate the interests of holders of Securities
issued in this Offering.
7. Governing Law; Jurisdiction. This Subscription Agreement
shall be governed and construed in accordance with the laws of the State of Delaware.
EACH OF THE SUBSCRIBER AND THE COMPANY CONSENTS TO THE JURISDICTION
OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE STATE OF NEW YORK AND NO OTHER PLACE AND IRREVOCABLY
AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS SUBSCRIPTION AGREEMENT NOT ARISING UNDER THE FEDERAL SECURITIES LAWS MAY BE
LITIGATED IN SUCH COURTS. EACH OF SUBSCRIBER AND THE COMPANY ACCEPTS FOR ITSELF AND HIMSELF AND IN CONNECTION WITH ITS AND HIS
RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE
OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS SUBSCRIPTION
AGREEMENT NOT ARISING UNDER THE FEDERAL SECURITIES LAWS. EACH OF SUBSCRIBER AND THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN THE MANNER AND IN THE ADDRESS SPECIFIED IN SECTION 7 AND THE
SIGNATURE PAGE OF THIS SUBSCRIPTION AGREEMENT.
8. Notices. Notice, requests, demands and other communications
relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have
been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified
mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) emailed, telecopied or
cabled, on the date of such delivery to the address of the respective parties as follows:
If to a Subscriber, to Subscriber’s address as shown on
the signature page hereto or to such other address as may be specified by written notice from time to time by the party entitled
to receive such notice. Any notices, requests, demands or other communications by telecopy or cable shall be confirmed by letter
given in accordance with (a) or (b) above.
(a) All pronouns and any variations thereof shall be deemed
to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities
(b) This Subscription Agreement is not transferable or
assignable by Subscriber.
(c) The representations, warranties and agreements contained
herein shall be deemed to be made by and be binding upon Subscriber and its heirs, executors, administrators and successors and
shall inure to the benefit of the Company and its successors and assigns.
(d) None of the provisions of this Subscription Agreement
may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed
by the Company and Subscriber.
(e) In the event any part of this Subscription Agreement
is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as
if the void or unenforceable part were never the subject of agreement.
(f) The invalidity, illegality or unenforceability of one
or more of the provisions of this Subscription Agreement in any jurisdiction shall not affect the validity, legality or enforceability
of the remainder of this Subscription Agreement in such jurisdiction or the validity, legality or enforceability of this Subscription
Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties
hereunder shall be enforceable to the fullest extent permitted by law.
(g) This Subscription Agreement supersedes all prior discussions
and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between
the parties hereto with respect to the subject matter hereof.
(h) The terms and provisions of this Subscription Agreement
are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention
of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.
(i) The headings used in this Subscription Agreement have
been inserted for convenience of reference only and do not define or limit the provisions hereof.
(j) This Subscription Agreement may be executed in any
number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
(k) If any recapitalization or other transaction affecting
the stock of the Company is effected, then any new, substituted or additional securities or other property which is distributed
with respect to the Securities shall be immediately subject to this Subscription Agreement, to the same extent that the Securities,
immediately prior thereto, shall have been covered by this Subscription Agreement.
(l) No failure or delay by any party in exercising any
right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies
herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.
10. Subscription Procedure.
Each Subscriber, by providing his or her name and subscription
amount and clicking “accept” and/or checking the appropriate box on the Platform (“Online Acceptance”),
confirms such Subscriber’s investment through the Platform and confirms such Subscriber’s electronic signature to this
Agreement. Subscriber agrees that his or her electronic signature as provided through Online Acceptance is the legal equivalent
of his or her manual signature on this Agreement and Online Acceptance establishes such Investor’s acceptance of the terms
and conditions of this Agreement.
An accredited investor includes the following categories
(1) Any bank as defined in section 3(a)(2) of the
Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in
its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of
1934; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company
Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company
licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of
1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or
its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee
benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a
plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company,
or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed
plan, with investment decisions made solely by persons that are accredited investors;
(2) Any private business development company as defined
in section 202(a)(22) of the Investment Advisers Act of 1940;
(3) Any organization described in section 501(c)(3) of
the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose
of acquiring the securities offered, with total assets in excess of $5,000,000;
(4) Any director, executive officer, or general partner
of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner
of that issuer;
(5) Any natural person whose individual net worth, or joint
net worth with that person's spouse, exceeds $1,000,000.
(i) Except as provided in paragraph (a)(5)(ii) of
this section, for purposes of calculating net worth under this paragraph (a)(5):
(A) The person's primary residence shall not be
included as an asset;
(B) Indebtedness that is secured by the person's
primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall
not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds
the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount
of such excess shall be included as a liability); and
(C) Indebtedness that is secured by the person's
primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities
shall be included as a liability;
(ii) Paragraph (a)(5)(i) of this section
will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a
right to purchase such securities, provided that:
(A) Such right was held by the person on July 20,
(B) The person qualified as an accredited investor
on the basis of net worth at the time the person acquired such right; and
(C) The person held securities of the same issuer,
other than such right, on July 20, 2010.
(6) Any natural person who had an individual income in
excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each
of those years and has a reasonable expectation of reaching the same income level in the current year;
(7) Any trust, with total assets in excess of $5,000,000,
not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as
described in §230.506(b)(2)(ii); and
(8) Any entity in which all of the equity owners are accredited