0001213900-12-000754 Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription Agreement • February 16th, 2012 • RPM Dental, Inc. • Services-business services, nec • Delaware

This SUBSCRIPTION AGREEMENT (“Agreement”), dated as of February 10, 2012, is made by and among RPM DENTAL, INC., a corporation organized under the laws of Delaware (the “Company”) and each of the Persons listed on Schedule I hereto (collectively, the “Investors,” and individually an “Investor”). Each of the Company and Investors are referred to herein individually as a “Party” and collectively as the “Parties.”

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 16th, 2012 • RPM Dental, Inc. • Services-business services, nec • Delaware

We are registering the shares of common stock issuable upon exercise of the warrants to permit the resale of these shares of common stock by the holders of the common stock and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock.

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